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 Sub-Servicer to service the Mortgage Loans hereunder, the Sub-Servicer acknowledges that the Master Servicer has acted in reliance upon the 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 Sub-Servicer shall neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof, without the prior written approval of the Master Servicer, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to any assignment or transfer by the Sub-Servicer of this Agreement or the servicing hereunder (the “Sub-Servicing Rights”), the Sub-Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Sub-Servicing Rights. The Sub-Servicer may also solicit bids from any other parties independent of the Master Servicer.

No Transfer or Assignment of Servicing. With respect to the responsibility of the Sub-Primary Servicer to service the Mortgage Loans hereunder, the Sub-Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Sub-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 Sub-Primary Servicer shall neither not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereofthereof (except as allowed by Section 3.01(c)(4) 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. Notwithstanding the foregoing, prior to any assignment or transfer by the Sub-Primary Servicer of this Agreement or the servicing hereunder (the “Sub-Primary Servicing Rights”), the Sub-Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Sub-Primary Servicing Rights. The Sub-Primary Servicer may also solicit bids from any other parties independent of the Master Primary Servicer.

No Transfer or Assignment of Servicing. With respect to the responsibility of the Sub-Primary Servicer to service the Mortgage Loans hereunder, the Sub-Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Sub-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 Sub-Primary Servicer shall neither not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereofthereof (except as allowed by Section 3.01(c)(4) 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. Notwithstanding the foregoing, prior to any assignment or transfer by the Sub-Primary Servicer of this Agreement or the servicing hereunder (the “Sub-Servicing Rights”), the Sub-Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Sub-Servicing Rights. The Sub-Servicer may also solicit bids from any other parties independent of the Master Servicer.Primary

No Transfer or Assignment of Servicing. With respect to the responsibility of the Sub-Primary Servicer to service the Mortgage Loans and Serviced Companion Loan hereunder, the Sub-Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Sub-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 Sub-Primary Servicer shall neither not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereofthereof (except as allowed by Section 3.01(c)(27) 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. Notwithstanding the foregoing, prior to any assignment or transfer by the Sub-Primary Servicer of this Agreement or the servicing hereunder (the “Sub-Primary Servicing Rights”), the Sub-Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Sub-Primary Servicing Rights. The Sub-Primary Servicer may also solicit bids from any other parties independent of the Master Servicer.Primary

No Transfer or Assignment of Servicing. With respect to the responsibility of the Sub-Servicer to service the Mortgage Loans hereunder, the Sub-Servicer acknowledges that the Master Servicer has acted in reliance upon the 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 Sub-Servicer shall neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof, 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. Notwithstanding the foregoing, prior to any assignment or transfer by the Sub-Servicer of this Agreement or the servicing hereunder (the “Sub-Servicing Rights”)) to an entity other than an affiliate of Principal Real Estate Investors, LLC, the Sub-Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Sub-Servicing Rights. The Sub-Servicer may also solicit bids from any other parties independent of the Master Servicer. 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 Sub-Servicer to service the Mortgage Loans hereunder, the Sub-Servicer acknowledges that the Master Servicer has acted in reliance upon the Sub-Servicer’s '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, except with respect to a direct or indirect subsidiary of Wachovia which is acceptable to Moody's as a primary xxxxxxxr and is on S&P's Select Servicer List as a U.S. Commercial Mortgage Servicer, the Sub-Servicer shall neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof, nor 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. Notwithstanding the foregoing, prior to any assignment or transfer by the Sub-Servicer of this Agreement or the servicing hereunder (the “"Sub-Servicing Rights”"), the Sub-Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Sub-Servicing Rights. The Sub-Servicer may also solicit bids from any other parties independent of the Master Sub-Servicer.