Common use of Third Party Servicer Clause in Contracts

Third Party Servicer. If the Purchased Assets are serviced by a Servicer or a PSA Servicer pursuant to a Servicing Agreement or a Pooling and Servicing Agreement, the Seller (i) shall, in accordance with Subsection 3.2(j), provide a copy of each such Servicing Agreement and Pooling and Servicing Agreement to the Purchaser and shall provide a fully executed Servicer Redirection Notice to the Purchaser; and (ii) hereby irrevocably assigns to the Purchaser and its successors and assigns all right, title and interest of the Seller, as lender, in, to and under, and the benefits of, any Servicing Agreement and 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, with respect to Excluded Servicing Relationships, no Person shall assume the servicing obligations with respect to the Purchased Items as successor to the Servicer unless such successor is approved in writing by the Purchaser (which approval shall not be unreasonably withheld or delayed 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 Assets Items 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(j3.2(h), provide a copy of each such Servicing Agreement and Pooling and Servicing Agreement to the Purchaser Deal Agent, which shall be in form and substance acceptable to the Deal Agent, and, in connection with each Servicing Agreement, shall provide a fully executed Servicer Redirection Notice to the PurchaserDeal 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 its successors and assigns Deal Agent as agent for the Secured Parties all right, title and interest of the Seller, as lender, Seller in, to and under, and the benefits of, any 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, 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, with respect to Excluded Servicing Relationships, that no Person shall assume the servicing obligations with respect to the Purchased Items as successor to the a Servicer unless such successor is approved in writing by the Purchaser Deal Agent (which approval shall not be unreasonably withheld or delayed and shall be deemed given to the Persons listed on Schedule 6 attached heretodelayed) prior to such assumption of servicing obligations.

Third Party Servicer. If the Purchased Assets Items 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(j3.2(h), provide a copy of each such Servicing Agreement and Pooling and Servicing Agreement to the Purchaser Purchaser, which shall be in form and substance acceptable to the Purchaser, and, in connection with each Servicing Agreement, shall provide a fully executed Servicer Redirection Notice to the PurchaserPurchaser 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 its the Purchaser's successors and assigns all right, title and interest of the Seller, as lender, Seller in, to and under, and the benefits of, any 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, 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, with respect to Excluded Servicing Relationships, that no Person shall assume the servicing obligations with respect to the Purchased Items as successor to the 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 and shall be deemed given to the Persons listed on Schedule 6 attached heretodelayed) prior to such assumption of servicing obligations.

Third Party Servicer. If the Purchased Assets Items 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(j3.2(h), provide a copy of each such Servicing Agreement and Pooling and Servicing Agreement to the Purchaser Purchaser, which shall be in form and substance acceptable to the Purchaser, and, in connection with each Servicing Agreement, shall provide a fully executed Servicer Redirection Notice to the PurchaserPurchaser 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 its the Purchaser's successors and assigns all right, title and interest of the Seller, as lender, Seller in, to and under, and the benefits of, any 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, 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, with respect to Excluded Servicing Relationships, that no Person shall assume the servicing obligations with respect to the Purchased Items as successor to the a Servicer unless such successor is approved in writing by the Purchaser (which approval shall not be unreasonably withheld or delayed and shall be deemed given to the Persons listed on Schedule 6 attached heretodelayed) prior to such assumption of servicing obligations.