Common use of Retention of Servicer Clause in Contracts

Retention of Servicer. On the date hereof, the Company shall enter into a Servicing Agreement to provide for the servicing and administration and management of the Loans and Collateral by a Qualified Servicer (the “Servicer”). Except for the period between the Cut-Off Date and the Servicing Transfer Date, during which time the Loans shall be serviced by the Receiver pursuant to its interim servicing obligations in the Contribution Agreement, the Loans shall at all times be serviced (and any Collateral managed) by or through the Servicer, including any Subservicers permitted hereunder and engaged by the Servicer (“Subservicers”) and the performance of all day-to-day Servicing Obligations of the Company shall be conducted by or through the Servicer (including any Subservicers). Subject to the other terms and conditions of this Agreement, the Servicer may be an Affiliate of the Company. The Servicer may engage or retain Subservicers, including Affiliates of the Company, as it may deem necessary and appropriate, by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”) and provided that any Subservicer meets the requirements set forth in clause (i), (iv) and (v) and, to the extent applicable to the services to be performed by such Subservicer, clauses (ii) and (iii) of the definition of Qualified Servicer. The costs and fees of the Servicer (and any Subservicers) shall be borne exclusively by the Company (and not Participant and, except for Company Advances that are reimbursed in accordance with this Agreement, without reduction in Participant’s Share or the amounts due hereunder with respect thereto). Under no circumstances is the Company to transfer to any Servicer any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall assign, pledge or otherwise transfer or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Retention of Servicer. On the date Notwithstanding Section 12.22 hereof, Lender reserves the Company shall enter into right to retain a Servicing Agreement to provide for the servicing and administration and management of the Loans and Collateral by a Qualified Servicer (as well as a Special Servicer) (other than the “Servicer”). Except for Bank of New York) to act as its agent with respect to the period between the Cut-Off Date Loan and the Servicing Transfer Date, during which time the Loans shall be serviced by the Receiver pursuant Loan Documents with such powers as are specifically delegated to its interim servicing obligations in the Contribution Agreement, the Loans shall at all times be serviced (and any Collateral managed) by or through the Servicer, including any Subservicers permitted hereunder and engaged by the Servicer (“Subservicers”or such Special Servicer) and the performance of all day-to-day Servicing Obligations of the Company shall be conducted by or through the Servicer (including any Subservicers). Subject Lender, whether pursuant to the other terms and conditions of this Agreement, the Servicer may Servicing Agreement, the Deposit Account Agreement or otherwise, together with such other powers as are reasonably incidental thereto. Borrowers shall not be an Affiliate responsible for the payment of the Company. The Servicer may engage Servicer's fees for master servicing or retain Subservicerssubservicing, including Affiliates provided upon the occurrence and during the continuance of the Companyan Event of Default, as it may deem necessary Borrowers shall pay any fee for any special servicing Lender reasonably deems to be required and appropriate, by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”) and further provided that Borrowers shall pay any Subservicer meets the requirements set forth in clause (i), (iv) reasonable fees and (v) and, to the extent applicable to the services to be performed by such Subservicer, clauses (ii) and (iii) of the definition of Qualified Servicer. The costs and fees expenses of the Servicer (and any Subservicers) shall be borne exclusively by the Company (and not Participant and, except for Company Advances that are reimbursed in accordance with this Agreement, without reduction in Participant’s Share or the amounts due hereunder with respect thereto). Under no circumstances is the Company to transfer to any Servicer any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale a release of any Property, substitution of a Property, partial or total defeasance of the Loan), satisfaction of a Security Instrument, assumption of the Loan, modification of the Loan made at Borrower's request, any requests by a Borrower for waivers or consents, any costs and no Servicer shall assign, pledge or otherwise expenses associated with the transfer or purport to assign, pledge or otherwise transfer of any interest in the servicing Borrowers pursuant to the Loans (other than in connection Section 6.1 hereof or with the sale approval by Lender of any Loan)a Material Alteration or Expansion pursuant to Section 7.1(c) hereof, and the enforcement of the Loan Documents. Borrowers shall have the right to 163 165 rely on any purported assignmentnotices given by any Servicer with the same force and effect as if such notices had been given by Lender. Upon appointment of a Servicer or Special Servicer, pledge each Borrower, Operator, Operator II and Property Manager shall also deliver all notices, reports, documents, financial statements, insurance, tax and any other instrument, statement or other transfer document which it is required to deliver to Lender hereunder or under any related Loan Document to such Servicer or Special Servicer as if such Servicer or Special Servicer was Lender hereunder. In addition, each Borrower, Operator, Operator II and Property Manager hereby acknowledges that any Servicer or Special Servicer appointed by Lender pursuant to this Section shall have all the rights and powers granted hereunder or under applicable law to Lender (except as reserved in violation writing by Lender) as if such Servicer or Special Servicer was Lender hereunder, including the right to make inspections, hold the Collateral Accounts, collect fees, receive reimbursement of expenses and indemnification from Borrowers and otherwise monitor compliance with the provisions of this provision shall be void ab initio Agreement and of no effectany other Loan Agreement.

Retention of Servicer. On Lender reserves the date hereofright to retain the Servicer to act as its agent hereunder with such powers as are specifically delegated to the Servicer by Lender, the Company shall enter into a Servicing Agreement to provide for the servicing and administration and management of the Loans and Collateral by a Qualified Servicer (the “Servicer”). Except for the period between the Cut-Off Date and the Servicing Transfer Date, during which time the Loans shall be serviced by the Receiver whether pursuant to its interim servicing obligations in the Contribution Agreement, the Loans shall at all times be serviced (and any Collateral managed) by or through the Servicer, including any Subservicers permitted hereunder and engaged by the Servicer (“Subservicers”) and the performance of all day-to-day Servicing Obligations of the Company shall be conducted by or through the Servicer (including any Subservicers). Subject to the other terms and conditions of this Agreement, any pooling and servicing agreement or similar agreement entered into as a result of a Secondary Market Transaction, the Deposit Account Agreement or otherwise, together with such other powers as are reasonably incidental thereto. Borrower shall pay any reasonable fees and expenses of the Servicer may be an Affiliate (i) in connection with a release of the Company. The Servicer may engage Property (or retain Subservicersany portion thereof), (ii) from and after a transfer of the Loan to any "master servicer" or "special servicer" for any reason, including Affiliates without limitation, as a result of a decline in the occupancy level of the CompanyProperty, as it may deem necessary and appropriate, by entering into a subservicing agreement (iii) in connection with each such Subservicer (“Subservicing Agreement”) and provided that any Subservicer meets an assumption or modification of the requirements set forth in clause (i)Loan, (iv) and in connection with the enforcement of the Loan Documents or (v) andin connection with any other action or approval taken by Servicer hereunder on behalf of Lender, to the extent applicable such actions are permitted to be taken pursuant to the services terms of the Loan Documents, but only to the extent that Borrower is expressly required to pay such expenses pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, to the extent any matter described in this Agreement requires the consent or approval of the special servicer under the pooling and servicing agreement (or other similar agreement) entered into in connection with a Securitization, such special servicer shall be performed by afforded a consent period for such Subservicermatter equal to the greater of (i) the period of time given to Lender hereunder within which to consent or approve such matter, clauses (ii) and 15 Business Days (iii) of the definition of Qualified Servicer. The costs and fees of the Servicer (and any Subservicers) shall be borne exclusively by the Company (and not Participant and, except for Company Advances that are reimbursed in accordance with this Agreement, without reduction in Participant’s Share or the amounts due hereunder with respect thereto). Under no circumstances is the Company to transfer to any Servicer any ownership interest in the servicing to the Loans or any right to transfer or sell extent such 15 Business Day period is required under the terms of such pooling and servicing to the Loans (other than in connection with the sale of any Loanagreement), and no Servicer shall assign, pledge or otherwise transfer or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Retention of Servicer. On the date hereof, the Company shall enter into a one or more Servicing Agreement Agreements to provide for the servicing and servicing, administration and management of the Loans Loans, the Collateral and the Acquired Collateral by a Qualified Servicer (the “Servicer”). Except for the period between the Cut-Off Date and the Servicing Transfer Date, during which time the Loans shall be serviced by the Receiver pursuant to its interim servicing obligations in the Contribution Agreement, the The Loans shall at all times be serviced (and any Collateral or Acquired Collateral managed) by or through the Servicer, Servicer (including any Subservicers permitted hereunder and subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder) and the performance of all day-to-day Servicing Obligations of the Company shall be conducted by or through the Servicer (including any SubservicersSubservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, the Servicer may be an Affiliate a Related Person of the Company. The Servicer may engage or retain one or more Subservicers, including Affiliates Related Persons of the Company, to perform certain of its duties under the Servicing Agreement as it may deem necessary and appropriate, appropriate by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”) and ), provided that any Subservicer meets the requirements set forth in clause clauses (i), ) and (iv) and (v) of the definition of Qualified Servicer and, to the extent applicable to the services to be performed by such Subservicer, clauses (ii) and (iii) of the definition of Qualified Servicer. The costs and fees of the Servicer (and any Subservicers) shall be borne exclusively by the Company (and not Participant and, except for Company Advances that are reimbursed in accordance with this Agreementthe Participant), without reduction in Participant’s Share or the amounts due hereunder with respect thereto)to the Participant’s Share. Under no circumstances is the Company to transfer to any the Servicer any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no the Servicer shall not assign, pledge or otherwise transfer or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.