Common use of Third Party Servicer Clause in Contracts

Third Party Servicer. The Borrowers shall not cause the Collateral to be serviced by a third party other than pursuant to the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer expressly approved in writing by the Administrative Agent in its discretion, which approval shall be deemed granted by the Administrative Agent with respect to each Servicer listed on Schedule 9.3 attached hereto, as such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Borrowers (i) shall, in accordance with Section 4.2, provide to the Administrative Agent (subject to the last sentence of this Section) a copy of each Servicing Agreement and Pooling and Servicing Agreement, which agreements shall be in form and substance acceptable to the Administrative Agent, and a Servicer Redirection Notice, fully executed by the Borrowers and the related Servicer or PSA Servicer, and (ii) hereby irrevocably assigns to the Administrative Agent and the Administrative Agent’s successors and assigns all right, title and interest of the Borrowers in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect to the Collateral. Notwithstanding the fact that the Borrowers have contracted with the Servicers or PSA Servicers to service the Collateral, the Borrowers shall remain liable to the Administrative Agent for the acts of the Servicers and PSA Servicers and for the performance of the duties and obligations set forth herein. The Borrowers agree that no Person shall assume the servicing obligations with respect to the Collateral as successor to a Servicer or PSA Servicer unless such successor is approved in writing by the Administrative Agent prior to such assumption of servicing obligations. Unless otherwise approved in writing by the Administrative Agent, if the Collateral is serviced by a Servicer or PSA Servicer, such servicing shall be performed pursuant to a written Servicing Agreement or Pooling and Servicing Agreement approved by the Administrative Agent.

Third Party Servicer. The Borrowers shall not cause the Collateral to be serviced by a third party other than pursuant to the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer expressly approved in writing by the Administrative Agent in its discretionAgent, which approval shall be deemed granted by the Administrative Agent with respect to each Servicer listed on Schedule 9.3 attached hereto, as such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Borrowers (i) shall, in accordance with Section 4.2, provide to the Administrative Agent (subject to the last sentence of this Section) a copy of each Servicing Agreement and Pooling and Servicing Agreement, which agreements shall be in form and substance acceptable to the Administrative Agent, and a Servicer Redirection Notice, fully executed by the Borrowers and the related Servicer or PSA Servicer, and (ii) hereby irrevocably assigns to the Administrative Agent and the Administrative Agent’s successors and assigns all right, title and interest of the Borrowers in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect to the Collateral. Notwithstanding the fact that the Borrowers have contracted with the Servicers or PSA Servicers to service the Collateral, the Borrowers shall remain liable to the Administrative Agent for the acts of the Servicers and PSA Servicers and for the performance of the duties and obligations set forth herein. The Borrowers agree that no Person shall assume the servicing obligations with respect to the Collateral as successor to a Servicer or PSA Servicer unless such successor is approved in writing by the Administrative Agent prior to such assumption of servicing obligations. The Administrative Agent hereby approves Arbor Commercial Mortgage LLC as a Servicer. Unless otherwise approved in writing by the Administrative Agent, if the Collateral is serviced by a Servicer or PSA Servicer, such servicing shall be performed pursuant to a written Servicing Agreement or Pooling and Servicing Agreement approved by the Administrative Agent.

Third Party Servicer. The Borrowers shall not cause the Collateral to be serviced by a third party other than pursuant to the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer expressly approved in writing by the Administrative Agent in its reasonable discretion, which approval shall be deemed granted by the Administrative Agent with respect to each Servicer listed on Schedule 9.3 attached hereto, as such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Borrowers (i) shall, in accordance with Section 4.2, provide to the Administrative Agent (subject to the last sentence of this Section) a copy of each Servicing Agreement and Pooling and Servicing Agreement, which agreements shall be in form and substance acceptable to the Administrative Agent, and a Servicer Redirection Notice, fully executed by the Borrowers and the related Servicer or PSA Servicer, and (ii) hereby irrevocably assigns to the Administrative Agent and the Administrative Agent’s successors and assigns all right, title and interest of the Borrowers in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect to the Collateral. Notwithstanding the fact that the Borrowers have contracted with the Servicers or PSA Servicers to service the Collateral, the Borrowers shall remain liable to the Administrative Agent for the acts of the Servicers and PSA Servicers and for the performance of the duties and obligations set forth herein. The Borrowers agree that no Person shall assume the servicing obligations with respect to the Collateral as successor to a Servicer or PSA Servicer unless such successor is reasonably approved in writing by the Administrative Agent prior to such assumption of servicing obligations. Unless otherwise approved in writing by the Administrative Agent, if the Collateral is serviced by a Servicer or PSA Servicer, such servicing shall be performed pursuant to a written Servicing Agreement or Pooling and Servicing Agreement approved by the Administrative Agent.

Third Party Servicer. The Borrowers Seller shall not cause the Collateral Purchased Items to be serviced by a third party other than pursuant to the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer (including Affiliates of the Seller) expressly approved in writing by the Administrative Agent in its discretionDeal Agent, which approval shall be deemed granted by the Administrative Deal Agent with respect to each Servicer listed on Schedule 9.3 6 attached hereto, as such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is Purchased Items are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Borrowers Seller (i) shall, in accordance with Section 4.23.2, provide to the Administrative Deal Agent (subject to the last sentence of this SectionSection 6.3) a copy of each Servicing Agreement and Pooling and Servicing Agreement, which agreements shall be in form and substance acceptable to the Administrative Deal Agent, and a Servicer Redirection Notice, fully executed by the Borrowers Seller and the related Servicer or PSA Servicer, and (ii) hereby irrevocably assigns to the Administrative Deal Agent and as agent for the Administrative Agent’s successors and assigns Secured Parties all right, title and interest of the Borrowers Seller in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect to the CollateralPurchased Items. Notwithstanding the fact that the Borrowers have Seller has contracted with the Servicers or PSA Servicers to service the CollateralPurchased Items, the Borrowers Seller shall remain liable to the Administrative Agent Deal Agent, the Purchaser and the other Secured Parties for the acts of the Servicers and PSA Servicers and for the performance of the duties and obligations set forth herein. The Borrowers agree Seller agrees that no Person shall assume the servicing obligations with respect to the Collateral Purchased Items as successor to a Servicer or PSA Servicer unless such successor is approved in writing by the Administrative Deal Agent prior to such assumption of servicing obligations. Unless otherwise approved in writing by the Administrative AgentPurchaser, if the Collateral is Purchased Items are serviced by a Servicer (other than an Affiliate of the Seller) or PSA Servicer, such servicing shall be performed pursuant to a written Servicing Agreement or Pooling and Servicing Agreement approved by the Administrative Deal Agent.

Third Party Servicer. The Borrowers shall not cause the Collateral to be serviced by a third party other than pursuant to the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer expressly approved in writing by the Administrative Agent in its discretion, which approval shall be deemed granted by the Administrative Agent with respect to each Servicer listed on Schedule 9.3 attached hereto, as such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is Purchased Assets are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Borrowers Seller (i) shall, in accordance with Section 4.2Subsection 3.2 of this Agreement, provide to the Administrative Agent Purchaser (subject to the last sentence of this SectionSubsection 6.3) a copy of each Servicing Agreement and Pooling and Servicing Agreement, (which agreements shall be in form and substance reasonably acceptable to the Administrative AgentPurchaser), and each Pooling and Servicing Agreement and a Servicer Redirection Notice, Notice substantially in the form of Exhibit VII hereto and fully executed by the Borrowers Seller and the related Servicer or PSA ServicerServicer (in the case of a Pooling and Servicing Agreement for a Mortgage Asset that is not a Whole Loan, the Purchaser may in its discretion waive the requirement of an executed Servicer Redirection Notice), and (ii) hereby irrevocably assigns to the Administrative Agent Purchaser and the Administrative AgentPurchaser’s successors and assigns all right, title and interest of the Borrowers Seller in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect to the CollateralPurchased Items. Notwithstanding the fact that the Borrowers have Seller has contracted with the Servicers a Servicer or PSA Servicers Servicer to service the CollateralPurchased Items, the Borrowers Seller shall remain liable to the Administrative Agent Purchaser for the acts of the Servicers and the PSA Servicers Servicer and for the performance of the duties and obligations set forth herein. The Borrowers agree Seller agrees that no Person shall assume the servicing obligations with respect to the Collateral Purchased Assets as successor to a Servicer or PSA Servicer unless such successor is approved in writing by the Administrative Agent Purchaser prior to such assumption of servicing obligations. Unless otherwise approved in writing by the Administrative AgentPurchaser, if the Collateral is Purchased Assets are serviced by a Servicer or PSA Servicer, such servicing shall be performed pursuant to a written Servicing Agreement or Pooling and Servicing Agreement approved by the Administrative AgentPurchaser.

Third Party Servicer. The Borrowers shall not cause the Collateral to be serviced by a third party other than pursuant to the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer expressly approved in writing by the Administrative Agent in its discretion, which approval shall be deemed granted by the Administrative Agent with respect to each Servicer listed on Schedule 9.3 attached hereto, as such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is Purchased Assets are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Borrowers Seller (i) shall, in accordance with Section 4.2Subsection 3.2 of this Agreement, provide to the Administrative Deal Agent (subject to the last sentence of this SectionSubsection 6.3) a copy of each Servicing Agreement and Pooling and Servicing Agreement, (which agreements shall be in form and substance reasonably acceptable to the Administrative Deal Agent), each Pooling and Servicing Agreement and a Servicer Redirection Notice, Notice substantially in the form of Exhibit VII hereto and fully executed by the Borrowers Seller and the related Servicer or PSA ServicerServicer (in the case of a Pooling and Servicing Agreement for a Mortgage Asset that is not a Whole Loan, the Deal Agent may in its discretion waive the requirement of an executed Servicer Redirection Notice), and (ii) hereby irrevocably assigns to the Administrative Deal Agent and as agent for the Administrative Agent’s successors and assigns Secured Parties all right, title and interest of the Borrowers Seller in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect to the CollateralPurchased Items. Notwithstanding the fact that the Borrowers have Seller has contracted with the Servicers a Servicer or PSA Servicers Servicer to service the CollateralPurchased Items, the Borrowers Seller shall remain liable to the Administrative Agent Deal Agent, the Purchaser and other Secured Parties for the acts of the Servicers and the PSA Servicers Servicer and for the performance of the duties and obligations set forth herein. The Borrowers agree Seller agrees that no Person shall assume the servicing obligations with respect to the Collateral Purchased Assets as successor to a Servicer or PSA Servicer unless such successor is approved in writing by the Administrative Deal Agent prior to such assumption of servicing obligations. Unless otherwise approved in writing by the Administrative Deal Agent, if the Collateral is Purchased Assets are serviced by a Servicer or PSA Servicer, such servicing shall be performed pursuant to a written Servicing Agreement or Pooling and Servicing Agreement approved by the Administrative Deal Agent.

Third Party Servicer. The Borrowers shall not cause the Collateral With respect to be Junior Participation Interests, Mezzanine Loans and Whole Loans, if any Purchased Securities are serviced by a third party person other than pursuant to an Affiliate of the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer expressly approved in writing by the Administrative Agent in its discretion, which approval shall be deemed granted by the Administrative Agent with respect to each Servicer listed on Schedule 9.3 attached hereto, as applicable Seller (such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicablethird party, the Borrowers “Servicer”), (i) shall, in accordance with Section 4.2, the applicable Seller shall provide to the Administrative Agent (subject to the last sentence of this Section) a copy of each Servicing Agreement and Pooling and Servicing Agreementthe servicing agreement, which agreements shall be in form and substance reasonably acceptable to the Administrative Agent, and a Servicer Redirection Notice, fully executed by Agent (the Borrowers “Servicing Agreement”) and the related Servicer or PSA Servicerapplicable Seller shall require each Servicing Agreement to contain provisions relating to the delivery of information and reports as will enable the applicable Seller to comply with its obligations under this Repurchase Agreement as and when required hereunder, and (ii) the applicable Seller hereby irrevocably assigns to the Administrative Agent and the Administrative Buyer, and the Agent’s and each Buyer’s successors and assigns assigns, all of the applicable Seller’s right, title and interest of the Borrowers in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect pertaining to the Collateralany Purchased Securities. Notwithstanding the fact that the Borrowers have contracted with the Servicers or PSA Servicers to service the Collateral, the Borrowers shall remain liable to the Administrative Agent for the acts of the Servicers and PSA Servicers and for the performance of the duties and obligations set forth herein. The Borrowers agree Each Seller agrees that no Person shall assume the servicing obligations with respect to the Collateral any Purchased Securities as successor to a Servicer or PSA the Servicer unless such successor is approved a Qualified Servicer. The Agent hereby agrees that upon the repurchase of any Purchased Security, the Agent, on behalf of the Buyers, shall assign back to the Seller all of its right, title and interest in, to and under, and the benefits of, any Servicing Agreement pertaining to such Purchased Security. In addition, with respect to any Purchased Security other than a Mortgage Asset, to the extent in writing by the Administrative applicable Seller’s possession such Seller shall provide a copy of the related pooling agreement or similar agreement related to the securitized assets to Agent prior to the purchase of such assumption of servicing obligations. Unless otherwise approved Security hereunder, and such Seller shall provide such notices to the related trustees and servicers as necessary to vest such Seller’s rights under such agreement in writing by the Administrative Agent, if the Collateral is serviced by a Servicer or PSA Servicer, such servicing shall be performed pursuant to a written Servicing Agreement or Pooling and Servicing Agreement approved by the Administrative AgentBuyers.

Third Party Servicer. The Borrowers shall not cause the Collateral to be serviced by a third party other than pursuant to the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer expressly approved in writing by the Administrative Agent in its discretion, which approval shall be deemed granted by the Administrative Agent with respect to each Servicer listed on Schedule 9.3 attached hereto, as such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is Purchased Assets are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Borrowers Seller (i) shall, in accordance with Section 4.23(b)(viii) of this Repurchase Agreement, provide to the Administrative Agent Buyer (subject to the last sentence of this SectionSection 6(c)) a copy of each Servicing Agreement and Pooling and Servicing Agreement, (which agreements shall be in form and substance reasonably acceptable to the Administrative AgentBuyer), and each Pooling and Servicing Agreement, and a Servicer Redirection NoticeNotice substantially in the form of Exhibit VIII hereto, fully executed by the Borrowers Seller and the related Servicer or PSA ServicerServicer (in the case of a Pooling and Servicing Agreement for a Mortgage Asset that is not a Whole Loan, the Buyer may at its discretion waive the requirement of an executed Servicer Notice), and (ii) hereby irrevocably assigns to the Administrative Agent Buyer and the Administrative Agent’s Buyer's successors and assigns all right, title and interest of the Borrowers Seller in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect to the CollateralPurchased Items. Notwithstanding the fact that the Borrowers have Seller has contracted with the Servicers a Servicer or PSA Servicers Servicer to service the CollateralPurchased Items, the Borrowers Seller shall remain liable to the Administrative Agent Buyer for the acts of the Servicers and the PSA Servicers Servicer and for the performance of the duties and obligations set forth herein. The Borrowers agree Seller agrees that no Person shall assume the servicing obligations with respect to the Collateral Purchased Assets as successor to a Servicer or PSA Servicer unless such successor is approved in writing by the Administrative Agent Buyer prior to such assumption of servicing obligations. Unless otherwise approved in writing by the Administrative AgentBuyer, if the Collateral is Purchased Assets are serviced by a Servicer or PSA Servicer, such servicing shall be performed pursuant to a written Servicing Agreement or Pooling and Servicing Agreement approved by the Administrative AgentBuyer.

Third Party Servicer. With respect to Mortgage Assets other than Junior Interests and GKK CRE CDO Securities (the “Serviced Assets”), if any Serviced Assets are serviced by a person other than an Affiliate of the Borrowers (such third party, the “Servicer”), (i) the Borrowers shall, in accordance with Section 4.2, provide to the Administrative Agent a copy of the servicing agreement, which shall be in form and substance acceptable to the Administrative Agent (the “Servicing Agreement”) and a Servicer Redirection Notice, fully executed by the Borrowers and the related Servicer and the Borrowers shall require each Servicing Agreement to contain provisions relating to the delivery of information and reports as will enable each Borrower to comply with its obligations under this Agreement as and when required hereunder, and (ii) each Borrower hereby irrevocably assigns to the Administrative Agent, and the Administrative Agent’s successors and assigns, for the benefit of the Lenders, all of the Borrower’s right, title and interest in, to and under, and the benefits of, each Servicing Agreement. The Borrowers shall not cause the Collateral Serviced Assets to be serviced by a third party other than pursuant to the Servicing Agreements or the Pooling and Servicing Agreements or, if not serviced thereunder, by any Servicer other than a Servicer expressly approved in writing by the Administrative Agent in its discretion, which approval shall be deemed granted by the Administrative Agent with respect to each Servicer listed on Schedule 9.3 attached hereto, as such schedule may be amended or supplemented from time to time, after the execution of this Agreement. If the Collateral is serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or Pooling and Servicing Agreement, as applicable, the Borrowers (i) shall, in accordance with Section 4.2, provide to the Administrative Agent (subject to the last sentence of this Section) a copy of each Servicing Agreement and Pooling and Servicing Agreement, which agreements shall be in form and substance acceptable to the Administrative Agent, and a Servicer Redirection Notice, fully executed by the Borrowers and the related Servicer or PSA Servicer, and (ii) hereby irrevocably assigns to the Administrative Agent and the Administrative Agent’s successors and assigns all right, title and interest of the Borrowers in, to and under, and the benefits of (but not the obligations of), each Servicing Agreement and each Pooling and Servicing Agreement with respect to the Collateral. Notwithstanding the fact that the Borrowers have contracted with the Servicers or PSA Servicers to service the CollateralServiced Assets, the Borrowers shall remain liable to the Administrative Agent for the acts of the Servicers and PSA Servicers and for the performance of the duties and obligations set forth herein. The Borrowers agree Each Borrower agrees that no Person shall assume the servicing obligations with respect to the Collateral any Serviced Assets as successor to the Servicer unless such successor is a Qualified Servicer or PSA Servicer and unless such successor is approved in writing by the Administrative Agent prior to such assumption of servicing obligations. Unless otherwise approved in writing by The Administrative Agent hereby agrees that upon the repayment of any Loan, the Administrative AgentAgent shall assign back to the Borrower all of its right, if title and interest in, to and under, and the Collateral is serviced by a Servicer or PSA Servicerbenefits of, such servicing shall be performed pursuant to a written any Servicing Agreement or Pooling and Servicing Agreement approved by pertaining to the Administrative Agentrelated Serviced Assets.