Common use of Retention of Servicer Clause in Contracts

Retention of Servicer. On the date hereof, the Company shall enter into one or more Servicing Agreements to provide for the servicing, administration and management of the Loans, the Collateral and the Acquired Collateral by a Qualified Servicer (the “Servicer”). The Loans shall at all times be serviced (and any Collateral or Acquired Collateral managed) by or through the Servicer (including any 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 Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, the Servicer may be a Related Person of the Company. The Servicer may engage or retain one or more Subservicers, including Related Persons of the Company, to perform certain of its duties under the Servicing Agreement as it may deem necessary and appropriate by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets the requirements set forth in clauses (i) and (iv) 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 the Participant), without reduction in the amounts due hereunder with respect to the Participant’s Share. Under no circumstances is the Company to transfer to 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 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.

Retention of Servicer. On the date hereof, the Company shall enter into one or more a Servicing Agreements Agreement to provide for the servicing, servicing and administration and management of the Loans, the Collateral Loans and the Acquired Collateral by a Qualified Servicer (the “Servicer”). The 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 or Acquired Collateral managed) by or through the Servicer (Servicer, including any subservicers Subservicers permitted hereunder and 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 Subservicers permitted hereunderSubservicers). Subject to the other terms and conditions of this Agreement, the Servicer may be a Related Person an Affiliate of the Company. The Servicer may engage or retain one or more Subservicers, including Related Persons Affiliates 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 clauses clause (i), (iv) and (ivv) 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 the Participant)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 to the Participant’s Sharethereto). Under no circumstances is the Company to transfer to the 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 the no 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.

Retention of Servicer. On (a) Lender reserves the right to retain the Servicer to act as its agent hereunder with such powers as are specifically delegated to the Servicer by Lender, whether pursuant to the terms of this Agreement, any pooling and servicing agreement or similar agreement entered into as a result of a Secondary Market Transaction or otherwise, together with such other powers as are reasonably incidental thereto. Borrower shall pay any reasonable fees and expenses of the Servicer in connection with a release of any portion of the Collateral, assumption or modification of the Loan, enforcement of the Loan Documents or any other action taken by Servicer hereunder on behalf of Lender. (b) Subject to the terms of the Co-Lending Agreement between Agent and the Lenders dated on the date hereof, each Lender has designated and appointed Agent as the Company shall enter into one or more Servicing Agreements to provide for the servicing, administration and management agent of the Loans, the Collateral such Lender under this Agreement and the Acquired Collateral by a Qualified Servicer (other Loan Documents, and each such Lender has authorized such Agent, in such capacity, to take such action on its behalf under the “Servicer”). The Loans shall at all times be serviced (provisions of this Agreement and any Collateral or Acquired Collateral managed) by or through the Servicer (including any subservicers engaged other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the Servicer (“Subservicers”) as permitted hereunder) terms of this Agreement and the performance of all day-to-day Servicing Obligations of the Company shall be conducted by or through the Servicer (including other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any Subservicers permitted hereunder). Subject provision to the other terms and conditions of contrary elsewhere in this Agreement, the Servicer may be a Related Person of the Company. The Servicer may engage Agent shall have no duties or retain one or more Subservicersresponsibilities, including Related Persons of the Company, to perform certain of its duties under the Servicing Agreement as it may deem necessary and appropriate by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets the requirements set forth in clauses (i) and (iv) 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 the Participant), without reduction in the amounts due hereunder except with respect to the Participant’s Share. Under no circumstances is the Company to transfer to the Servicer any ownership interest in the servicing to the Loans Loan Documents, or any right to transfer or sell the servicing to the Loans (other than in connection fiduciary relationship with the sale of any Loan)Lender, and the Servicer no implied covenants, functions, responsibilities, duties, obligations or liabilities shall not assign, pledge be read into this Agreement or any other Loan Document or otherwise transfer or purport to assign, pledge or otherwise transfer exist against 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 effectAgent.

Retention of Servicer. On the date Notwithstanding Section 12.22 hereof, Lender reserves the Company shall enter into one or more Servicing Agreements right to provide for retain a Servicer (as well as a Special Servicer) (other than the servicing, administration and management Bank of New York) to act as its agent with respect to the Loans, the Collateral Loan and the Acquired Collateral by a Qualified Servicer (the “Servicer”). The Loans shall at all times be serviced (and any Collateral or Acquired Collateral managed) by or through Loan Documents with such powers as are specifically delegated to the Servicer (including any subservicers engaged or such Special Servicer) 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 Subservicers permitted hereunder). 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 a Related Person responsible for the payment of the Company. The Servicer may engage Servicer's fees for master servicing or retain one or more Subservicers, including Related Persons of the Company, to perform certain of its duties under the Servicing Agreement as it may deem necessary and appropriate by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”)subservicing, provided that upon the occurrence and during the continuance of an Event of Default, Borrowers shall pay any Subservicer meets the requirements set forth in clauses (i) and (iv) of the definition of Qualified Servicer and, to the extent applicable to the services fee for any special servicing Lender reasonably deems to be performed by such Subservicer, clauses (ii) required and (iii) of the definition of Qualified Servicer. The costs further provided that Borrowers shall pay any reasonable fees and fees expenses of the Servicer (and any Subservicers) shall be borne exclusively by the Company (and not the Participant), without reduction in the amounts due hereunder with respect to the Participant’s Share. Under no circumstances is the Company to transfer to 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 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 expenses associated with the transfer of any interest in Borrowers pursuant to Section 6.1 hereof or with the approval by Lender of 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 notices given by any 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 same force and effect as if such notices had been given by Lender. Upon appointment of any Loan)a Servicer or Special Servicer, each Borrower, Operator, Operator II and Property Manager shall also deliver all notices, reports, documents, financial statements, insurance, tax and any purported assignmentother instrument, pledge 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 hereof, the Company shall enter into one or more Servicing Agreements right to provide for the servicing, administration and management of the Loans, the Collateral and the Acquired Collateral by a Qualified Servicer (the “Servicer”). The Loans shall at all times be serviced (and any Collateral or Acquired Collateral managed) by or through retain the Servicer (including any subservicers engaged by to act as its agent hereunder with such powers as are specifically delegated to 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 Subservicers permitted hereunder). Subject Lender, whether pursuant 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 a Related Person of the Company. The Servicer may engage or retain one or more Subservicers, including Related Persons of the Company, to perform certain of its duties under the Servicing Agreement as it may deem necessary and appropriate by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets the requirements set forth in clauses (i) in connection with a release of the Property (or any portion thereof), (ii) from and after a transfer of the Loan to any "master servicer" or "special servicer" for any reason, including without limitation, as a result of a decline in the occupancy level of the Property, (iii) in connection with an assumption or modification of the Loan, (iv) in connection with the enforcement of the definition Loan Documents or (v) in connection with any other action or approval taken by Servicer hereunder on behalf of Qualified Servicer andLender, 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 the Participant), without reduction in the amounts due hereunder with respect to the Participant’s Share. Under no circumstances extent such 15 Business Day period is required under the Company to transfer to the Servicer any ownership interest in the terms of such pooling and 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 Loanagreement), and 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.