Common use of No Transfer or Assignment of Servicing Clause in Contracts

No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Servicer shall not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(29) or Section 3.02 of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Master Servicer, which consent will not be unreasonably withheld or delayed. The Master Servicer hereby consents to the appointment of the limited sub-servicers (each a “Limited Sub-Servicer”) set forth on Schedule I hereto by the Primary Servicer for the Mortgage Loans identified on Schedule I (the “Sub-Serviced Loans”). Furthermore, in the event this Agreement is terminated by no fault of the Limited Sub-Servicer and the Sub-Serviced Loans continue to be serviced pursuant to the Pooling and Servicing Agreement, the Master Servicer and the applicable Limited Sub-Servicer shall use best efforts to enter into a limited sub-servicing agreement in form and substance reasonably satisfactory to such Limited Sub-Servicer and the Master Servicer with respect to the applicable Sub-Serviced Loans. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement or the servicing hereunder (the “Primary Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Primary Servicer. If after receipt by the Primary Servicer of all bids, the Master Servicer is not the highest bidder, the Master Servicer will be given the opportunity to submit a second bid and final bid, which bid shall be given equal consideration with all other bids.

No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Sub-Servicer to service the Mortgage Loans hereunder, the Primary Sub-Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Sub-Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Sub-Servicer shall not either neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(29) or Section 3.02 of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assetsthereof, without the prior written approval of the Master ServicerServicer and the prior written consent of the Depositor, which consent will not be unreasonably conditioned, withheld or delayed. The Master Servicer hereby consents to the appointment of the limited sub-servicers (each a “Limited Sub-Servicer”) set forth on Schedule I hereto by the Primary Servicer for the Mortgage Loans identified on Schedule I (the “Sub-Serviced Loans”). Furthermore, in the event this Agreement is terminated by no fault of the Limited Sub-Servicer and the Sub-Serviced Loans continue to be serviced pursuant to the Pooling and Servicing Agreement, the Master Servicer and the applicable Limited Sub-Servicer shall use best efforts to enter into a limited sub-servicing agreement in form and substance reasonably satisfactory to such Limited Sub-Servicer and the Master Servicer with respect to the applicable Sub-Serviced Loans. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Sub-Servicer of this Agreement or the servicing hereunder (the “Primary Sub-Servicing Rights”), the Primary Sub-Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Primary Sub-Servicing Rights. The Primary Sub-Servicer may also solicit bids from any other parties independent of the Primary Master Servicer. If after receipt by the Primary Sub-Servicer of all bids, the Master Servicer is not the highest bidder, then the Sub-Servicer shall provide the Master Servicer will be given the opportunity to (but not the obligation to) submit a second bid and final bid, which bid shall be given equal consideration with all other bids. The Sub-Servicer shall notify the Master Servicer upon the completion of any assignment (except to the Master Servicer as contemplated above) and provide any information applicable to the Sub-Servicer, as required pursuant to Section 10.02 of the Pooling and Servicing Agreement.

No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Servicer shall not either neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(29) or Section 3.02 of this Agreement)thereof, or nor sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Master ServicerServicer and the prior written consent of the Depositor, which consent will not be unreasonably conditioned, withheld or delayed. The Master Servicer hereby consents to the appointment of the limited sub-servicers (each a “Limited Sub-Servicer”) set forth on Schedule I hereto by the Primary Servicer for the Mortgage Loans identified on Schedule I (the “Sub-Serviced Loans”). Furthermore, in the event this Agreement is terminated by no fault of the Limited Sub-Servicer and the Sub-Serviced Loans continue to be serviced pursuant to the Pooling and Servicing Agreement, the Master Servicer and the applicable Limited Sub-Servicer shall use best efforts to enter into a limited sub-servicing agreement in form and substance reasonably satisfactory to such Limited Sub-Servicer and the Master Servicer with respect to the applicable Sub-Serviced Loans. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement Agreement, the servicing hereunder or the servicing delegation of any of the Primary Servicer’s rights or duties hereunder or the delegation of any of the Primary Servicer’s rights or duties hereunder (the “Primary Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity (but not an obligation) to bid on the purchase or assumption of such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Primary Master Servicer. If after receipt by the Primary Servicer of all bids, the Master Servicer is not the highest bidder, the Master Servicer will shall be given the opportunity (but not the obligation) to submit a second bid and final bid, which bid shall be the final bid received by the Primary Servicer and shall be given equal consideration by the Primary Servicer with all other bids. The Primary Servicer shall notify the Master Servicer upon the completion of any assignment (except to the Master Servicer as contemplated above) and provide any information, applicable to the Primary Servicer, as required per Section 10.02 of the Pooling and Servicing Agreement.

No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Sub-Servicer to service the Mortgage Loans hereunder, the Primary Sub-Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Sub-Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Sub-Servicer shall not either neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(29) or Section 3.02 of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assetsthereof, without the prior written approval of the Master ServicerServicer and the prior written consent of the Depositor, which consent will not be unreasonably conditioned, withheld or delayed. The Master Servicer hereby consents to the appointment of the limited sub-servicers (each a “Limited Sub-Servicer”) set forth on Schedule I hereto by the Primary Servicer for the Mortgage Loans identified on Schedule I (the “Sub-Serviced Loans”). Furthermore, in the event this Agreement is terminated by no fault of the Limited Sub-Servicer and the Sub-Serviced Loans continue to be serviced pursuant to the Pooling and Servicing Agreement, the Master Servicer and the applicable Limited Sub-Servicer shall use best efforts to enter into a limited sub-servicing agreement in form and substance reasonably satisfactory to such Limited Sub-Servicer and the Master Servicer with respect to the applicable Sub-Serviced Loans. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Sub-Servicer of this Agreement or the servicing hereunder (the “Primary Sub-Servicing Rights”), the Primary Sub-Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Primary Sub-Servicing Rights. The Primary Sub-Servicer may also solicit bids from any other parties independent of the Primary Master Servicer. If after receipt by the Primary Sub-Servicer of all bids, the Master Servicer is not the highest bidder, then the Sub-Servicer shall provide the Master Servicer will be given the opportunity to (but not the obligation to) submit a second bid and final bid, which bid shall be given equal consideration with all other bids. The Sub-Servicer shall notify the Master Servicer upon the completion of any assignment (except to the Master Servicer as contemplated above) and provide any information applicable to the Sub-Servicer, as required pursuant to Section 10.03 of the Pooling and Servicing Agreement.

No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Sub-Servicer to service the Mortgage Loans hereunder, the Primary Sub-Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Sub-Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Sub-Servicer shall not either neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(29) or Section 3.02 of this Agreement)thereof, or nor sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Master ServicerServicer and the prior written consent of the Depositor, which consent will not be unreasonably conditioned, withheld or delayed. The Master Servicer hereby consents to the appointment of the limited sub-servicers (each a “Limited Sub-Servicer”) set forth on Schedule I hereto by the Primary Servicer for the Mortgage Loans identified on Schedule I (the “Sub-Serviced Loans”). Furthermore, in the event this Agreement is terminated by no fault of the Limited Sub-Servicer and the Sub-Serviced Loans continue to be serviced pursuant to the Pooling and Servicing Agreement, the Master Servicer and the applicable Limited Sub-Servicer shall use best efforts to enter into a limited sub-servicing agreement in form and substance reasonably satisfactory to such Limited Sub-Servicer and the Master Servicer with respect to the applicable Sub-Serviced Loans. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Sub-Servicer of this Agreement Agreement, the servicing hereunder or the servicing delegation of any of the Sub-Servicer’s rights or duties hereunder or the delegation of any of the Sub-Servicer’s rights or duties hereunder (the “Primary Sub-Servicing Rights”), the Primary Sub-Servicer shall allow the Master Servicer an opportunity (but not an obligation) to bid on the purchase or assumption of such Primary Sub-Servicing Rights. The Primary Sub-Servicer may also solicit bids from any other parties independent of the Primary Master Servicer. If after receipt by the Primary Sub-Servicer of all bids, the Master Servicer is not the highest bidder, the Master Servicer will shall be given the opportunity (but not the obligation) to submit a second bid and final bid, which bid shall be the final bid received by the Sub-Servicer and shall be given equal consideration by the Sub-Servicer with all other bids. The Sub-Servicer shall notify the Master Servicer upon the completion of any assignment (except to the Master Servicer as contemplated above) and provide any information, applicable to the Sub-Servicer, as required pursuant to Section 10.02 of the Pooling and Servicing Agreement.

No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Servicer shall not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(29) or Section 3.02 of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Master Servicer, which consent will not be unreasonably withheld or delayed. The Master Servicer hereby consents to the appointment of the limited sub-servicers (each a “Limited Sub-Servicer”) set forth on Schedule I hereto by the Primary Servicer for the Mortgage Loans identified on Schedule I (the “Sub-Serviced Loans”). Furthermore, in the event this Agreement is terminated by no fault of the Limited Sub-Servicer and the Sub-Serviced Loans continue to be serviced pursuant to the Pooling and Servicing Agreement, the Master Servicer and the applicable Limited Sub-Servicer shall use best efforts to enter into a limited sub-servicing agreement in form and substance 22 reasonably satisfactory to such Limited Sub-Servicer and the Master Servicer with respect to the applicable Sub-Serviced Loans. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement or the servicing hereunder (the “Primary Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Primary Servicer. If after receipt by the Primary Servicer of all bids, the Master Servicer is not the highest bidder, the Master Servicer will be given the opportunity to submit a second bid and final bid, which bid shall be given equal consideration with all other bids.. Section 3.06

No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Sub-Servicer to service the Mortgage Loans hereunder, the Primary Sub-Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Sub-Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Sub-Servicer shall not either neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(29) or Section 3.02 of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assetsthereof, without the prior written approval of the Master ServicerServicer and the prior written consent of the Depositor, which consent will not be unreasonably conditioned, withheld or delayed. The Master Servicer hereby consents to the appointment of the limited sub-servicers (each a “Limited Sub-Servicer”) set forth on Schedule I hereto by the Primary Servicer for the Mortgage Loans identified on Schedule I (the “Sub-Serviced Loans”). Furthermore, in the event this Agreement is terminated by no fault of the Limited Sub-Servicer and the Sub-Serviced Loans continue to be serviced pursuant to the Pooling and Servicing Agreement, the Master Servicer and the applicable Limited Sub-Servicer shall use best efforts to enter into a limited sub-servicing agreement in form and substance reasonably satisfactory to such Limited Sub-Servicer and the Master Servicer with respect to the applicable Sub-Serviced Loans. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Sub-Servicer of this Agreement Agreement, the servicing hereunder or the servicing delegation of any of the Sub-Servicer’s rights or duties hereunder or the delegation of any of the Sub-Servicer’s rights or duties hereunder (the “Primary Sub-Servicing Rights”), the Primary Sub-Servicer shall allow the Master Servicer an opportunity (but not an obligation) to bid on the purchase or assumption of such Primary Sub-Servicing Rights. The Primary Sub-Servicer may also solicit bids from any other parties independent of the Primary Master Servicer. If after receipt by the Primary Sub-Servicer of all bids, the Master Servicer is not the highest bidder, the Master Servicer will shall be given the opportunity (but not the obligation) to submit a second bid and final bid, which bid shall be the final bid received by the Sub-Servicer and shall be given equal consideration by the Sub-Servicer with all other bids. The Sub-Servicer shall notify the Master Servicer upon the completion of any assignment (except to the Master Servicer as contemplated above) and provide any information, applicable to the Sub-Servicer, as required pursuant to Section 10.02 of the Pooling and Servicing Agreement.