Common use of The Servicer to Act as Servicer Clause in Contracts

The Servicer to Act as Servicer. Subject to the rights and obligations of the Manager under the Management Agreement, the Servicer shall administer and service all Collateral as the agent of the Issuer for the benefit of the Issuer and, to the extent of the Issuer's obligations under the Indenture, to the Lender in accordance with the terms of this Agreement and, subject to the Indenture, the Servicer shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, including enforcement of the Management Agreement on behalf of the Issuer and the Lender. Without limiting the generality of the foregoing, subject to the Indenture, the Servicer is hereby authorized and empowered by the Issuer to execute and deliver on its behalf in the event the Manager fails to do so, any and all consents, instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral. The Servicer agrees that servicing of the Collateral shall be carried out prudently and in accordance with customary and usual servicing standards for other institutional servicers and applicable law, and to the extent not inconsistent with the foregoing, the Servicer shall exercise that degree of skill and care consistent with the degree of skill and care that the Servicer exercises with respect to similar property and property rights owned or serviced by the Servicer and its Affiliates and shall apply in the servicing and administration of the Collateral standards, policies and procedures consistent with the standards, policies and procedures that the Servicer and its Affiliates applies with respect to similar property and property rights owned or serviced by it. The Servicer shall give prior written notice to the Issuer, the Manager and the Lender of any material change to its servicing policies and procedures; provided, however, that the Servicer shall not make any such change that is or will be material and adverse to the interests of the Issuer or the Noteholders. Promptly after the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer, the Manager and the Lender a list, certified by its secretary or one of its assistant secretaries, of the officers and employees of the Servicer involved in, or responsible for, the administration and servicing of the Collateral, which list shall from time to time be updated by the Servicer and which may be relied upon until so updated and delivered to the Issuer, the Manager and the Lender. Without limiting the generality of the foregoing, the Servicer shall have the following duties: (a) the Servicer shall supervise the activities of the Manager and shall enforce the Manager's obligations under the Management Agreement, including, but not limited to, the following: (i) If any obligated party shall be in default under any Collateral, the Servicer shall promptly direct the Manager to take such actions as are consistent with the Manager's normal and customary actions to require such obligated party to remedy such default, including sending appropriate notice of such default to such obligated party and to the Lender. (ii) The Servicer shall direct the Manager to take all necessary actions to maintain, enforce or renew any intellectual property rights registration (including, but not limited to copyright, trademark and patent registrations) in respect of any of the Collateral in any federal or foreign jurisdiction where intellectual property rights similar to the intellectual property rights included in the Collateral are generally registered and where the failure to take any such action will have a material adverse effect on the value of the Collateral or the interests of the Issuer and the Noteholders therein. Upon the Manager's failure to do so, the Servicer is hereby authorized and empowered by the Issuer and the Lender to execute and deliver on behalf of the Issuer and the Lender, any and all documents or instruments necessary to maintain, enforce or renew such copyrights. (b) Upon any release of the Lender's security interest in any Collateral, the Servicer shall effect the release and transfer of documents with respect to the Deleted Collateral in accordance with the Indenture.

The Servicer to Act as Servicer. Subject to The Servicer, as an independent contractor, shall service and administer the rights ▇▇▇▇ and obligations of the Manager under the Management Agreement, the Servicer shall administer and service all Collateral as the agent of the Issuer for the benefit of the Issuer and, to the extent of the Issuer's obligations under the Indenture, to the Lender in accordance with the terms of this Agreement and, subject to the Indenture, the Servicer shall have full power and authority authority, acting alone, to do any and all things in connection with such servicing and administration which it the Servicer may deem necessary or desirable, including enforcement of the Management Agreement on behalf of the Issuer and the Lender. Without limiting the generality of the foregoing, subject to the Indenture, the Servicer is hereby authorized and empowered by the Issuer to execute and deliver on its behalf in the event the Manager fails to do so, any and all consents, instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral. The Servicer agrees that servicing of the Collateral shall be carried out prudently and in accordance with customary and usual servicing standards for other institutional servicers and applicable law, and to the extent not inconsistent with the foregoing, the Servicer shall exercise that degree of skill and care consistent with the degree terms of skill this Agreement and with Accepted Servicing Practices and shall exercise the same care that the Servicer exercises with respect to similar property and property rights owned or serviced by the Servicer and it customarily employs for its Affiliates and shall apply own account. Except as set forth in the servicing and administration of the Collateral standards, policies and procedures consistent with the standards, policies and procedures that the Servicer and its Affiliates applies with respect to similar property and property rights owned or serviced by it. The Servicer shall give prior written notice to the Issuer, the Manager and the Lender of any material change to its servicing policies and procedures; provided, however, that the Servicer shall not make any such change that is or will be material and adverse to the interests of the Issuer or the Noteholders. Promptly after the execution and delivery of this Agreement, the Servicer shall deliver service the ▇▇▇▇, except to the Issuerextent modified herein, the Manager and the Lender a list, certified by its secretary or one of its assistant secretaries, of the officers and employees of the Servicer involved in, or responsible for, the administration and servicing of the Collateralin strict compliance with Accepted Servicing Practices, which list shall from time to time be updated by the Servicer and which may be relied upon until so updated and delivered to the Issuer, the Manager and the Lender. Without limiting the generality of the foregoing, the Servicer shall have the following duties: (a) the Servicer shall supervise the activities of the Manager and shall enforce the Manager's obligations under the Management Agreement, includinginclude, but are not limited to, provisions regarding the following: (i) If any obligated party shall be in default under any Collateralliquidation of ▇▇▇▇, the Servicer shall promptly direct the Manager to take such actions as are consistent with the Manager's normal and customary actions to require such obligated party to remedy such default, including sending appropriate notice collection of such default to such obligated party and to the Lender. (ii) The Servicer shall direct the Manager to take all necessary actions to maintain, enforce or renew any intellectual property rights registration (including, but not limited to copyright, trademark and patent registrations) in respect of any of the Collateral in any federal or foreign jurisdiction where intellectual property rights similar to the intellectual property rights included in the Collateral are generally registered and where the failure to take any such action will have a material adverse effect on the value of the Collateral or the interests of the Issuer and the Noteholders therein. Upon the Manager's failure to do so▇▇▇ payments, the Servicer is hereby authorized payment of taxes, insurance and empowered by the Issuer and the Lender to execute and deliver on behalf of the Issuer and the Lender, any and all documents or instruments necessary to maintain, enforce or renew such copyrights. (b) Upon any release of the Lender's security interest in any Collateralother charges, the Servicer shall effect maintenance of hazard insurance with a Qualified Insurer, the release maintenance of fidelity bond and transfer errors and omissions insurance, inspections, the restoration of documents Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to the Deleted Collateral payment of expenses for REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the ▇▇▇▇▇▇ Mae Guide, the provisions of this Agreement shall control and be binding upon the Purchaser and the Servicer. The Purchaser may, at its option, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Purchaser with respect to the servicing of the ▇▇▇▇, including satisfactions, partial releases, modifications and foreclosure documentation or, in accordance with the Indenturealternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer.

The Servicer to Act as Servicer. Subject to the rights and obligations of the Manager under the Management Agreement, the The Servicer shall service and administer and service all Collateral as the agent of the Issuer for the benefit of the Issuer and, to the extent of the Issuer's obligations under the Indenture, to the Lender Mortgage Loans in accordance with the terms of this Agreement andAgreement, subject to Accepted Servicing Practices and the Indenturerespective Mortgage Loans, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities, and shall have full power and authority authority, acting alone or through subservicers as provided in Section 3.03, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, including enforcement of but not limited to, the Management Agreement power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Issuer Certificateholders and the LenderTrustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor or the Trustee under this Agreement. Without limiting the generality of the foregoing, subject to the IndentureServicer, in its own name or in the name of the Trust, the Servicer Depositor or the Trustee, is hereby authorized and empowered by the Issuer Trust, the Depositor and the Trustee, when the Servicer believes it appropriate in its reasonable judgment, to execute and deliver deliver, on its behalf in of the event Trustee, the Manager fails to do soDepositor, the Certificateholders or any of them, any and all consents, instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Collateral. The Servicer agrees that servicing of the Collateral shall be carried out prudently and in accordance with customary and usual servicing standards for other institutional servicers and applicable lawMortgage Loans, and to the extent not inconsistent with the foregoing, the Servicer shall exercise that degree of skill and care consistent with the degree of skill and care that the Servicer exercises with respect to similar property and property rights owned or serviced by the Servicer and its Affiliates and shall apply in Mortgaged Properties held for the servicing and administration benefit of the Collateral standards, policies and procedures consistent with the standards, policies and procedures that the Servicer and its Affiliates applies with respect to similar property and property rights owned or serviced by itCertificateholders. The Servicer shall give prior written notice prepare and deliver to the Issuer, Depositor and/or the Manager and the Lender of any material change to its servicing policies and procedures; provided, however, that the Servicer shall not make any Trustee such change that is or will be material and adverse to the interests of the Issuer or the Noteholders. Promptly after the documents requiring execution and delivery by any or all of this Agreementthem as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Servicer Depositor and/or the Trustee shall execute such documents and deliver them to the Issuer, the Manager and the Lender a list, certified by its secretary or one of its assistant secretaries, of the officers and employees of the Servicer involved in, or responsible for, the administration and servicing of the Collateral, which list shall from time to time be updated by the Servicer and which may be relied upon until so updated and delivered to the Issuer, the Manager and the LenderServicer. Without limiting the generality of the foregoing, the Servicer shall have the following duties: (a) the Servicer shall supervise the activities of the Manager and shall enforce the Manager's obligations under the Management Agreement, including, but not limited to, the following: (i) If any obligated party shall be in default under any Collateral, the Servicer shall promptly direct the Manager to take such actions as are consistent with the Manager's normal and customary actions to require such obligated party to remedy such default, including sending appropriate notice of such default to such obligated party and to the Lender. (ii) The Servicer shall direct the Manager to take all necessary actions to maintain, enforce or renew any intellectual property rights registration (including, but not limited to copyright, trademark and patent registrations) in respect of any of the Collateral in any federal or foreign jurisdiction where intellectual property rights similar to the intellectual property rights included in the Collateral are generally registered and where the failure to take any such action will have a material adverse effect on the value of the Collateral or the interests of the Issuer and the Noteholders therein. Upon the Manager's failure to do so, the Servicer further is hereby authorized and empowered by the Issuer and the Lender to execute and deliver Trustee, on behalf of the Issuer Certificateholders and the LenderTrustee, in its own name or in the name of a subservicer, when the Servicer or a subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all documents instruments of assignment and other comparable instruments with respect to such assignment or instruments re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to maintain, enforce or renew such copyrights. (b) Upon remove any release Mortgage Loan from registration on the MERS System and to arrange for the assignment of the Lender's security interest in related Mortgages to the Trustee, then any Collateralrelated expenses shall be reimbursable to the Servicer. In accordance with the standards of the first paragraph of this Section 3.01, the Servicer shall effect advance or cause to be advanced funds as necessary for the release purpose of effecting the payment of taxes and transfer assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 6.03, and further as provided in Section 6.02. All costs incurred by the Servicer, if any, in effecting the timely payments of documents with respect taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Deleted Collateral in accordance with Certificateholders, be added to the IndentureStated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

The Servicer to Act as Servicer. Subject The Issuer hereby appoints the Servicer to service and manage the Assets, and the Servicer hereby accepts such appointment and hereby agrees to service and manage the Assets pursuant to the rights terms of this Agreement. The Servicer agrees that its servicing and obligations management of Assets shall be carried out in accordance with (i) applicable law, (ii) the provisions of all applicable Loan documents, (iii) the express terms of this Agreement and the Indenture, (iv) the servicing and asset management standards for performing and nonperforming commercial mortgage loans, as the case may be, for REO and for other collateral that are customarily employed by the Servicer in servicing and managing comparable mortgage loans in other portfolios owned by third parties and by prudent servicers servicing comparable mortgage loans for their own account, as applicable, (v) the objectives of (A) realizing upon the Assets in such a way that there will be sufficient funds in the Payment Account on each Payment Date for the payment in full of all interest due on the Notes, including Deferred Interest, (B) providing sufficient funds for the payment in full of the Manager Notes of each Class on or prior to their respective Stated Maturities and (C) subject to clauses (A) and (B) above, maximizing proceeds recovered from the Assets and (vi) the directions given from time to time by the Issuer; but without regard to: (1) any relationship that the Servicer, any subservicer, or any Affiliate of the Servicer or any subservicer may have with the related obligor or with the Master Servicer; (2) the ownership of any Note or equity interest in the Issuer (or any interest in any Note or equity interest in the Issuer) by the Servicer, any Affiliate of the Servicer, the Master Servicer or any Affiliate of the Master Servicer; or (3) the Servicer's right to receive compensation for its services under the Management AgreementServicing Agreement or with respect to any particular transaction. In the event that the Servicer believes that it is unable to comply with the requirements of this Section 2.01 with respect to any particular Loan or REO as a result of one or more of the factors described in the foregoing clauses (A) through (C), it may, in accordance with Section 2.02, enter into a subservicing agreement pursuant to which a subservicer (who shall be the Master Servicer, unless the Master Servicer shall decline to subservice such Asset) shall perform its duties with respect to such Loan or REO. In such event, so long as such subservicer performs such duties on behalf of the Servicer in accordance with the requirements of this Section 2.01, then the Servicer shall administer and service all Collateral as be deemed to be in compliance therewith; PROVIDED, HOWEVER, that the agent entry of the Issuer for Servicer into any such subservicing agreement shall not relieve the benefit Servicer of its obligations with respect to such Loan or REO, and if both (x) the Servicer fails to perform such duties and (y) such subservicer fails to perform such duties on behalf of the Issuer andServicer (unless such subservicer is the Master Servicer), then the Servicer shall be deemed not to the extent of the Issuer's obligations under the Indenture, to the Lender be in accordance compliance with the terms of this Agreement andAgreement. In servicing and administering the Assets under this Agreement, the Servicer shall, subject to the Indentureterms of this Agreement, the Servicer shall have full power and authority authority, acting itself or through subservicers, to do any and all things in connection with such servicing and administration which it may deem that are reasonably necessary or desirable, including enforcement of the Management Agreement on behalf of the Issuer and the Lender. Without limiting the generality of the foregoing, subject to the Indenture, the Servicer is hereby required, authorized and empowered by the Issuer to execute and deliver on its behalf deliver, in the event name and on behalf of the Manager fails to do soIssuer, any and all consentsfinancing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral, any and all leases and lease modifications or amendments or consents pursuant to any lease of less than 20% of the leasable square footage of any REO, and any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, all documents, affidavits and pleadings necessary to conduct any litigation or other proceedings involving the Issuer or its assets and all other comparable instruments, instruments with respect to the Collateral. The Servicer agrees that servicing of the Collateral shall be carried out prudently Assets and in accordance with customary and usual servicing standards for other institutional servicers and applicable law, and to the extent not inconsistent with the foregoing, the Servicer shall exercise that degree of skill and care consistent with the degree of skill and care that the Servicer exercises with respect to similar property the Mortgaged Properties and property rights owned or serviced by the Servicer and its Affiliates and shall apply in the servicing and administration of the Collateral standards, policies and procedures consistent with the standards, policies and procedures that the Servicer and its Affiliates applies with respect to similar property and property rights owned or serviced by itrelated collateral. The Servicer shall give prior written notice take all actions reasonably necessary or desirable to maintain the Issuer, the Manager lien on each Mortgaged Property and the Lender of any material change to its servicing policies and procedures; provided, however, that the Servicer shall not make any such change that is or will be material and adverse to the interests of the Issuer or the Noteholdersrelated collateral. Promptly after Upon the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer, the Manager Issuer and the Lender Indenture Trustee a list, certified by its secretary or one list of its assistant secretaries, of the officers and employees of the Servicer involved in, or responsible for, the administration and servicing of the CollateralAuthorized Officers, which list shall from time to time be updated by the Servicer and which may be relied upon until so updated and delivered to after each change in Authorized Officers. Unless otherwise directed by the Issuer, the Manager and the LenderServicer may in its discretion waive any late payment charge, whether accrued or prospective, in connection with any delinquent Monthly Payment or Balloon Payment. Without limiting the generality of the foregoingExcept as expressly provided in this Agreement, the Servicer shall have no authority, without the following duties: prior written consent of the Issuer, to (ai) sell or in any way hypothecate any Asset; (ii) enter into an agreement modifying or waiving the terms of any Loan or releasing any Obligor on any Loan from liability; ( iii) sign any document in the name or on behalf of the Issuer, except pursuant to a duly authorized and executed power of attorney; or (iv) act on behalf of, or hold itself out as having authority to act on behalf of, the Issuer in any manner which is beyond the scope of the terms of this Agreement. With respect to any action by the Servicer requiring the consent of the Issuer or the Master Servicer, the Servicer shall supervise the activities provide to such Person a description (including any revised Business Plan, if necessary, as described in Section 2.23(d)) and a recommendation in respect of the Manager proposed action, forms of documents (if any) required to be executed by such Person and the date (which shall enforce not be earlier than 10 Business Days or, in the Managercase of an emergency, 5 Business Days, after the date of the Servicer's obligations under notice to such Person) by which such decision must be made to avoid penalties or other adverse consequences. In the Management Agreement, including, but not limited to, the following: (i) If any obligated party shall be in default under any Collateralcase of an emergency, the Servicer shall promptly direct notify the Manager Master Servicer or the Issuer, as the case may be, by telephone and send such documents by facsimile and by overnight courier to take such actions the Issuer or the Master Servicer, as are consistent with the Manager's normal and customary actions case may be, accompanied by a cover sheet in at least 30-point bold type stating "This is a request for emergency approval pursuant to require such obligated party Section 2.01 of the Servicing Agreement dated as of ____________, 1998, ICIFC Secured Assets Corp.". Prior to remedy such default, including sending appropriate notice receipt of such default to such obligated party and to the Lender. (ii) The Servicer shall direct the Manager to take all necessary actions to maintain, enforce or renew any intellectual property rights registration (including, but not limited to copyright, trademark and patent registrations) in respect of any of the Collateral in any federal or foreign jurisdiction where intellectual property rights similar to the intellectual property rights included in the Collateral are generally registered and where the failure to take any such action will have a material adverse effect on the value of the Collateral or the interests of the Issuer and the Noteholders therein. Upon the Manager's failure to do so, the Servicer is hereby authorized and empowered by the Issuer and the Lender to execute and deliver on behalf of the Issuer and the Lender, any and all documents or instruments necessary to maintain, enforce or renew such copyrights. (b) Upon any release of the Lender's security interest in any Collateralresponse, the Servicer shall effect have no liability for failure to act, and if the release and transfer of documents with respect to Servicer receives no response by the Deleted Collateral required date, the Servicer shall act in accordance with the Indenturefirst paragraph of this Section 2.01.

The Servicer to Act as Servicer. Subject to The Servicer, as an ------------------------------- independent contract servicer, shall service and administer the rights and obligations Loans on behalf of the Manager under the Management Agreement, the Servicer shall administer and service all Collateral as the agent of the Issuer for the benefit of the Issuer and, to the extent of the Issuer's obligations under the Indenture, to the Lender Trust in accordance with the terms of this Agreement and, subject to and the Indenture, the Servicer Loan Documents and shall have full power and authority acting alone and subject only to the specific requirements and prohibitions of this Agreement and the restrictions on servicing the Loans set forth in the Subordination and Consent Agreement, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, including enforcement however, that -------- ------- the Servicer agrees that its servicing of the Management Agreement on behalf Loans shall be carried out in accordance with customary and usual procedures of prudent financial institutions which service loans similar to the Loans and, to the extent more exacting, the procedures which the Servicer would use if the Loans were owned by the Servicer. The Servicer shall exercise reasonable care and due diligence in the performance of its duties hereunder. The Servicer shall instruct the Trustee to execute such documents as are necessary for the fulfillment of the Issuer Servicer's duties hereunder. The Servicer shall not, without determining whether all conditions precedent thereto have been fulfilled under the related Loan Agreement, (a) allow the assignment of any Loan, or (b) permit the substitution of a Substitute Store or Substitute Store Assets for any Store as the related Loan Collateral. Neither the Servicing Advisor, the Trustee nor the Servicer shall allow the prepayment of a Loan or consent to the modification of the terms of, or any amendment to, or any waiver of any of the terms of any Loan Agreement, except to the extent expressly provided for, and solely in accordance with the terms of, the Review Panel Agreement and the Lenderrelated Loan Documents. No change shall be made in any material term of a Loan that would be treated as an "exchange" under Section 1001 of the Code at any time that the Loan is not a Defaulted Loan or a default with respect to such Loan is not reasonably foreseeable. Without limiting the generality of the foregoing, but subject to the Indentureprovisions of this Agreement and the Subordination and Consent Agreement, the Servicer is hereby authorized and empowered by the Issuer Trust to execute and deliver on its behalf deliver, in the event Servicer's own name, on behalf of the Manager fails to do soTrust, any and all consents, instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral. The Servicer agrees that servicing of the Collateral shall be carried out prudently Loans and in accordance with customary and usual servicing standards for other institutional servicers and applicable law, and to the extent not inconsistent with the foregoing, the Servicer shall exercise that degree of skill and care consistent with the degree of skill and care that the Servicer exercises with respect to similar property and property rights owned or serviced by the Servicer and its Affiliates and shall apply in the servicing and administration of the Collateral standards, policies and procedures consistent with the standards, policies and procedures that the Servicer and its Affiliates applies with respect to similar property and property rights owned or serviced by itLoan Collateral. The Servicer shall give prior written notice to the Issuer, the Manager and the Lender of any material change to its servicing policies and procedures; provided, however, that the Servicer shall not make any such change that is or will be material and adverse to the interests of the Issuer or the Noteholders. Promptly after Upon the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer, the Manager Trustee and the Lender Servicing Advisor a list, certified by its secretary or one list of its assistant secretaries, of the officers and employees their specimen signatures of the Servicer involved in, or responsible for, the administration and servicing as required of the CollateralLoans, which list shall from time to time be updated by the Servicer. The Servicer and which shall take such actions as may be relied upon until so updated necessary to ensure that the security interest granted by each Borrower under the related Loan Documents will continue to be deemed to be a perfected security interest of first priority (subject, with respect to each Assignment of Leases, however, to paragraph 31 thereof) under applicable law and delivered to will be maintained as such throughout the Issuer, the Manager and the Lenderterm of this Agreement. Without limiting the generality of the foregoing, the Servicer shall have prepare and deliver to the following duties: (a) Trustee not less than 15 days prior to any filing date and the Servicer Trustee shall supervise forward for filing, or shall cause to be forwarded for filing, at the activities expense of the Manager and shall enforce Servicer, all filings necessary to maintain the Manager's obligations effectiveness of any original filings necessary under the Management AgreementUniform Commercial Code as in effect in any jurisdiction to perfect the Trust's security interest in or lien on any Loan Collateral, includingincluding without limitation (x) continuation statements, but not limited toand (y) such other required statements as may be occasioned by (1) any change of name of any Borrower, the following: Trust or the Trustee (i) If any obligated party such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in default under the Trustee's name) or (2) any Collateralchange of location of the place of business or the chief executive office of any Borrower, the Servicer shall promptly direct Trust or the Manager to take such actions as are consistent with the Manager's normal and customary actions to require such obligated party to remedy such default, including sending appropriate notice of such default to such obligated party and to the Lender. (ii) Trustee. The Servicer shall direct the Manager cause to take all necessary actions to maintainbe maintained, enforce or renew if not maintained by any intellectual property rights registration (includingBorrower, but not limited to copyright, trademark and patent registrations) in respect of any of each Loan, the Collateral in any federal or foreign jurisdiction where intellectual property rights similar Insurance Policies referred to the intellectual property rights included in the Collateral are generally registered and where related Loan Agreement. The Servicer shall be entitled to deduct from Loan Payments in respect of a Loan the failure to take any expense of maintaining such action will have a material adverse effect on the value of the Collateral or the interests of the Issuer and the Noteholders thereinInsurance Policies. Upon the Manager's failure to do so, the The Servicer is hereby authorized and empowered by the Issuer directed to, and the Lender to execute hereby agrees to, assume and deliver on behalf perform all duties of the Issuer Trustee and Lender (as defined in the Lender, any and all documents or instruments necessary to maintain, enforce or renew such copyrights. (bLoan Agreements) Upon any release of under the Lender's security interest in any Collateral, the Servicer shall effect the release and transfer of documents with respect Loan Documents other than those duties delegated to the Deleted Collateral in accordance with the IndentureServicing Advisor hereunder.