The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, how ever, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Rat...
The Servicer. Section 7.01
The Servicer. Section 7.01.
The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC.
The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in accordance with its customary procedures consistent with general industry practice, provided, however, that such procedures shall be the same in all -------- ------- material respects as the procedures followed by the Servicer in the conduct of its servicing responsibilities pursuant to the Prior Trust Pooling and Servicing Agreements. The Servicer shall have full power and authority, acting alone or through one or more subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Any amounts received by a subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee and Custodial Agent under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.
The Servicer. (a) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer and (iii) meets the requirements of Section 5.05 hereof. The Servicer shall give notice to the Master Servicer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder.
The Servicer. Section 7.01. Merger or Consolidation of the Servicer.
The Servicer. 37 Section 7.01 Merger or Consolidation of the Servicer...................................................37 Section 7.02 Limitation on Liability of the Servicer and Others........................................37 Section 7.03 Limitation on Resignation and Assignment by the Servicer..................................37 Section 7.04 Subservicing Agreements and Successor Subservicer.........................................38 ARTICLE VIII. TERMINATION.......................................................................................39
The Servicer. Section 7.01. Merger or Consolidation of the Servicer. Section 7.02. Limitation on Liability of the Servicer and Others. Section 7.03. Limitation on Resignation and Assignment by the Servicer.
The Servicer. Section 8.01