Common use of Assignment or Delegation of Duties by a Master Servicer Clause in Contracts

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payable to such Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by such Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer.

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 A Master Servicer shall have the right without the prior written consent of the TrusteeTrustee to (A) delegate or subcontract with or authorize or appoint anyone, the Depositor or the Rating Agencies delegate certain duties to assign to other professionals such as attorneys and appraisers, as an Affiliate agent of the 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 the such Master Servicer hereunder or (B) assign and delegate all of its duties hereunder. In no case; provided, however, shall any that with respect to clause (B), (i) such delegationMaster Servicer gives the Depositor, subcontracting or assignment to an Affiliate the applicable Special Servicer, the Primary Servicers, the holder of a Master Servicer relieve Serviced Companion Loan (only if such assignment/delegation relates to the Master Servicer of any liability hereunder. Notice related Serviced Loan Group) and the Trustee notice of such permitted assignment shall be given promptly by a Master Servicer and delegation; (ii) such purchaser or transferee accepting such assignment and delegation executes and delivers to the Depositor and the Trustee. IfTrustee an agreement accepting such assignment, pursuant 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 any provision hereof, this Agreement and the duties 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 Master Servicer are transferred Rating Agency Confirmation from Fitch and S&P; and (v) the Depositor consents to a successor master servicersuch assignment and delegation, such consent not be unreasonably withheld. In the entire amount case of any such assignment and delegation in accordance with the Master Servicing Fees and other compensation payable to requirements of subclause (B) of this Section, such Master Servicer pursuant heretoshall be released from its obligations under this Agreement, including amounts payable to or permitted to be retained or withdrawn by except that such Master Servicer pursuant shall remain liable for all liabilities and obligations incurred by it as such Master Servicer hereunder prior to Section 9.21 hereof, shall thereafter be payable the satisfaction of the conditions to such successor master servicerassignment 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 A Master Servicer shall have the right without the prior written consent of the TrusteeTrustee to (A) delegate or subcontract with or authorize or appoint anyone, the Depositor or the Rating Agencies delegate certain duties to assign to other professionals such as attorneys and appraisers, as an Affiliate agent of the 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 the such Master Servicer hereunder or (B) assign and delegate all of its duties hereunder. In no case; provided, however, shall any that with respect to clause (B), (i) such delegationMaster Servicer gives the Depositor, subcontracting or assignment to an Affiliate the applicable Special Servicer, the Primary Servicers, the holder of a Master Servicer relieve Serviced Companion Loan (only if such assignment/delegation relates to the Master Servicer of any liability hereunder. Notice related Serviced Loan Group) and the Trustee notice of such permitted assignment shall be given promptly by a Master Servicer and delegation; (ii) such purchaser or transferee accepting such assignment and delegation executes and delivers to the Depositor and the Trustee. IfTrustee an agreement accepting such assignment, pursuant 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 any provision hereof, this Agreement and the duties 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 Master Servicer are transferred Rating Agency Confirmation from Fitch, S&P and DBRS; and (v) the Depositor consents to a successor master servicersuch assignment and delegation, such consent not be unreasonably withheld. In the entire amount case of any such assignment and delegation in accordance with the Master Servicing Fees and other compensation payable to requirements of subclause (B) of this Section, such Master Servicer pursuant heretoshall be released from its obligations under this Agreement, including amounts payable to or permitted to be retained or withdrawn by except that such Master Servicer pursuant shall remain liable for all liabilities and obligations incurred by it as such Master Servicer hereunder prior to Section 9.21 hereof, shall thereafter be payable the satisfaction of the conditions to such successor master servicerassignment 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.