Common use of Third Party Servicer Clause in Contracts

Third Party Servicer. If the Purchased Items are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Seller (i) shall, in accordance with Subsection 3.2(h), provide a copy of each Servicing Agreement and Pooling and Servicing Agreement to the Purchaser, which shall be in form and substance acceptable to the Purchaser, and, in connection with each Servicing Agreement, shall provide a Servicer Notice to the Purchaser substantially in the form of Exhibit VIII hereto, fully executed by the Seller and the Servicer; and (ii) hereby irrevocably assigns to the Purchaser and the Purchaser's successors and assigns all right, title and interest of the Seller in, to and under, and the benefits of, each Servicing Agreement and each Pooling and Servicing Agreement with respect to the Purchased Items. Notwithstanding the fact that the Seller has contracted with the Servicers to service the Purchased Items, the Seller shall remain liable to the Purchaser for the acts of the Servicers and for the performance of the duties and obligations set forth herein. The Seller agrees that no Person shall assume the servicing obligations with respect to the Purchased Items as successor to Loan Purchase and Repurchase Agreement (Wachovia and Arbor) a Servicer unless such successor is approved in writing by the Purchaser (which approval shall not be unreasonably withheld or delayed) prior to such assumption of servicing obligations.

Third Party Servicer. If the Purchased Items Assets are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or a Pooling and Servicing Agreement, as applicable, the Seller (i) shall, in accordance with Subsection 3.2(h3.2(j), provide a copy of each such Servicing Agreement and Pooling and Servicing Agreement to the Purchaser, which Purchaser and shall be in form and substance acceptable provide a fully executed Servicer Redirection Notice to the Purchaser, and, in connection with each Servicing Agreement, shall provide a Servicer Notice to the Purchaser substantially in the form of Exhibit VIII hereto, fully executed by the Seller and the Servicer; and (ii) hereby irrevocably assigns to the Purchaser and the Purchaser's its successors and assigns all right, title and interest of the Seller Seller, as lender, in, to and under, and the benefits of, each any Servicing Agreement and each Pooling and Servicing Agreement with respect to the Purchased Items. Notwithstanding the fact that the Seller has contracted with the Servicers to service the Purchased Items, the Seller shall remain liable to the Purchaser for the acts of the Servicers and for the performance of the duties and obligations set forth herein, unless after the receipt of a notice of an Event of Default from the Purchaser, the Servicer is following the instructions of the Purchaser. The Seller agrees that that, with respect to Excluded Servicing Relationships, no Person shall assume the servicing obligations with respect to the Purchased Items as successor to Loan Purchase and Repurchase Agreement (Wachovia and Arbor) a the Servicer unless such successor is approved in writing by the Purchaser (which approval shall not be unreasonably withheld or delayeddelayed and shall be deemed given to the Persons listed on Schedule 6 attached hereto) prior to such assumption of servicing obligations.

Third Party Servicer. If the Purchased Items are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Seller (i) shall, in accordance with Subsection 3.2(h), provide a copy of each Servicing Agreement and Pooling and Servicing Agreement to the Purchaser, which shall be in form and substance acceptable to the Purchaser, and, in connection with each Servicing Agreement, shall provide a Servicer Notice to the Purchaser substantially in the form of Exhibit VIII hereto, fully executed by the Seller and the Servicer; and (ii) hereby irrevocably assigns to the Purchaser and the Purchaser's successors and assigns all right, title and interest of the Seller in, to and under, and the benefits of, each Servicing Agreement and each Pooling and Servicing Agreement with respect to the Purchased Items. Notwithstanding the fact that the Seller has contracted with the Servicers to service the Purchased Items, the Seller shall remain liable to the Purchaser for the acts of the Servicers and for the performance of the duties and obligations set forth herein. The Seller agrees that no Person shall assume the servicing obligations with respect to the Purchased Items as successor to Loan Purchase and Repurchase Agreement (Wachovia and Arbor) a Servicer unless such successor is approved in writing by the Purchaser (which approval shall not be unreasonably withheld or delayed) prior to such assumption of servicing obligations.

Third Party Servicer. If the Purchased Items are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Seller (i) shall, in accordance with Subsection 3.2(h), provide a copy of each Servicing Agreement and Pooling and Servicing Agreement to the PurchaserDeal Agent, which shall be in form and substance acceptable to the PurchaserDeal Agent, and, in connection with each Servicing Agreement, shall provide a Servicer Redirection Notice to the Purchaser Deal Agent substantially in the form of Exhibit VIII hereto, fully executed by the Seller and the Servicer; and (ii) hereby irrevocably assigns to the Purchaser and Deal Agent as agent for the Purchaser's successors and assigns Secured Parties all right, title and interest of the Seller in, to and under, and the benefits of, each Servicing Agreement and each Pooling and Servicing Agreement with respect to the Purchased Items. Notwithstanding the fact that the Seller has contracted with the Servicers to service the Purchased Items, the Seller shall remain liable to the Deal Agent, the Purchaser and the other Secured Parties for the acts of the Servicers and for the performance of the duties and obligations set forth herein. The Seller agrees that no Person shall assume the servicing obligations with respect to the Purchased Items as successor to Loan Purchase and Repurchase Agreement (Wachovia and Arbor) a Servicer unless such successor is approved in writing by the Purchaser Deal Agent (which approval shall not be unreasonably withheld or delayed) prior to such assumption of servicing obligations.