Assignment or Delegation of Duties by a Master Servicer. A Master Servicer shall have the right without the prior written consent of the Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or delegate certain duties to other professionals such as attorneys and appraisers, as an agent of such Master Servicer (as provided in Section 8.4) to perform and carry out any duties, covenants or obligations to be performed and carried out by such Master Servicer hereunder or (B) assign and delegate all of its duties hereunder; provided, however, that with respect to clause (B), (i) such Master Servicer gives the Depositor, the applicable Special Servicer, the Primary Servicers, the holder of a Serviced Companion Loan (only if such assignment/delegation relates to the related Serviced Loan Pair), and the Trustee notice of such assignment and delegation; (ii) such purchaser or transferee accepting such assignment and delegation executes and delivers to the Depositor and the Trustee an agreement accepting such assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Master Servicer, with like effect as if originally named as a party to this Agreement and the Primary Servicing Agreements; (iii) the purchaser or transferee has assets in excess of $15,000,000; (iv) such assignment and delegation is the subject of a Rating Agency Confirmation from Moody's and S&P; and (v) the Depositor consents to such assignment and delegation, such consent not be unreasonably withheld. In the case of any such assignment and delegation in accordance with the requirements of subclause (B) of this Section, such Master Servicer shall be released from its obligations under this Agreement, except that such Master Servicer shall remain liable for all liabilities and obligations incurred by it as such Master Servicer hereunder prior to the satisfaction of the conditions to such assignment set forth in the preceding sentence. Notwithstanding the above, such Master Servicer may appoint the Primary Servicers and Sub-Servicers in accordance with Section 8.4 hereof.
Assignment or Delegation of Duties by a Master Servicer. Except as expressly provided herein, no Master Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person Except as expressly provided herein, a Master Servicer may delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer hereunder; provided, however, that a Master Servicer shall have the right without the prior written consent of the Trustee, the Depositor or the Rating Agencies to assign to an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of a Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by a Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of a Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to such Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by such Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer.