Sub-Servicing Agreements. (a) Each of the applicable Master Servicer and the applicable Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder, provided that (A) in each case, the Sub-Servicing Agreement (as it may be amended or modified from time to time): (i) insofar as it affects the Trust, is consistent with this Agreement in all material respects; (ii) expressly or effectively provides that if the applicable Master Servicer or applicable Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), any successor to the applicable Master Servicer or the applicable Special Servicer, as the case may be, hereunder (including the Trustee if the Trustee has become such successor pursuant to Section 7.02) may thereupon either assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the applicable Master Servicer or applicable Special Servicer, as the case may be, under such agreement or, other than in the case of any Designated Sub-Servicing Agreement, terminate such rights and obligations without payment of any fee; (iii) prohibits the Sub-Servicer (other than a Designated Sub-Servicer) from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the applicable Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the applicable Master Servicer would be prohibited from taking hereunder; (iv) if it is entered into by the applicable Master Servicer, does not purport to delegate or effectively delegate to the related Sub-Servicer any of the rights or obligations of the applicable Special Servicer with respect to any Specially Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the benefit of the Certificateholders (and, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the benefit of the related Serviced Pari Passu Companion Loan Holder(s)), shall be a third party beneficiary under such agreement, but that (except to the extent the Trustee or its designee assumes the obligations of the applicable Master Servicer or applicable Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii)) none of the Tr...
Sub-Servicing Agreements. (a) The Servicer or Special Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loan, provided that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer or Special Servicer, as applicable, and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer or Special Servicer, as applicable, shall grant any modification, waiver, or amendment to the Mortgage Loan Documents without the approval of the Servicer or Special Servicer, as applicable. References in this Agreement to actions taken or to be taken, and limitations on actions permitted to be taken, by the Servicer or Special Servicer, as applicable, in servicing the Mortgage Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer or Special Servicer, as applicable. Each sub-servicer shall be (x) authorized to transact business and licensed in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform its obligations under the applicable sub-servicing agreement, and (y) qualified to perform its obligations under the applicable sub-servicing agreement. For purposes of this Agreement, the Servicer or Special Servicer, as applicable, shall be deemed to have received any amount when the sub-servicer receives such amount, irrespective of whether such amount is remitted to the Servicer or Special Servicer, as applicable, for deposit in the Collection Account, any Cash Management Account, any Reserve Account or the Distribution Account, and actions taken by the sub-servicer shall be deemed to be actions of the Servicer or Special Servicer. The Servicer or Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Borrower Related Parties and the Depositor in writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee, upon its request, with a copy of the sub-servicing agreement. The Servicer or Special Servicer, as applicable, shall cause each sub-servicing agreement to provide that no sub-servicer shall be permitted to enter into any sub-servicing agreement with other sub-servicers without the prior written consent of the Servicer or Special Servicer, as applicable.
Sub-Servicing Agreements. (a) The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of their respective obligations hereunder, provided that in each case, the Sub-Servicing Agreement:
Sub-Servicing Agreements. Any provision of this Agreement notwithstanding, the Servicer may contract with other Persons for the performance of its responsibilities, duties and obligations under this Agreement to service and administer any of the Mortgage Loans, provided that none of the provisions of this Section 2.06 relating to agreements or arrangements between the Servicer and other Persons, or to actions taken through any such other Persons or otherwise, shall be deemed to relieve the Servicer of any of its duties and obligations to the Issuer, the Trustee and the Holders with respect to the servicing and administration of the Mortgage Loans, and the Servicer shall be obligated with respect thereto to the same extent and under the same terms and conditions as if it alone were performing all duties and obligations in connection with servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with any Person performing services for it related to its duties and obligations under this Agreement for indemnification of the Servicer by such Person, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any transactions or services relating to the Mortgage Loans involving any Person performing services for the Servicer shall be deemed to be between such Person and the Servicer alone, and the Issuer, the Trustee and the Holders shall not be deemed to be parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any such Person.
Sub-Servicing Agreements. Each of the Servicer or Special Servicer, at its own expense without a right of reimbursement from the Issuer under this Indenture, may enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Note Indebtedness and the Underlying Loans, PROVIDED that,
Sub-Servicing Agreements. If such Mortgage Loan is, as of the Closing Date, subject to a Sub-Servicing Agreement, such Sub-Servicing Agreement provides that the related Sub-Servicer is not to receive any sub-servicing compensation with respect to such Mortgage Loan during any period that such Mortgage Loan is a Specially Serviced Mortgage Loan or an REO Loan (except for any Termination Strip payable, if applicable, to a Sub-Servicer in connection with a termination thereof without cause as contemplated by Section 3.22(d) of the Pooling and Servicing Agreement); provided, however, that, at the related Sub-Servicer's option, although its Sub-Servicing duties shall terminate to the extent transferred to the Special Servicer, the related Sub-Servicer may retain the Mortgage Loans on its computer systems so long as such Mortgage Loans are Specially Serviced Mortgage Loans (without any compensation therefor), provided, however, that the related Sub-Servicer will be entitled to the fees to which it would otherwise have been entitled during the period that such Specially Serviced Mortgage Loan remains boarded on such Sub-Servicer's computer system, if the Sub-Servicer was performing servicing functions at the request of the Special Servicer during such period. Any such Mortgage Loan retained on the computer system of a Sub-Servicer shall be subject to the rights of the Special Servicer while such Mortgage Loan is a Specially Serviced Mortgage Loan.
Sub-Servicing Agreements. (a) The Master Servicer and, with the consent of the Sponsor, the Special Servicer, may each enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its obligations hereunder, provided that, in each case, the Sub-Servicing Agreement: (i) is not inconsistent with this Agreement and does not subject the Trust to any liability; (ii) expressly or effectively provides that if the Master Servicer or Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of an Event of Default), any successor to the Master Servicer or the Special Servicer, as the case may be, hereunder (including the Trustee if the Trustee has become such successor pursuant to
Sub-Servicing Agreements. (a) The Master Servicer and, subject to Section 3.22(f), the Special Servicer may each enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its obligations hereunder, provided that, in each case, the Sub-Servicing Agreement: (i) is not inconsistent with this Agreement and does not subject the Trust to any liability; (ii) expressly or effectively provides that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including by reason of an Event of Default), any successor to the Master Servicer or the Special Servicer, as the case may be, hereunder (including the Trustee if the Trustee has become such successor pursuant to Section 7.02) may thereupon either assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer or the Special Servicer, as the case may be, under such agreement or, subject to the provisions of Section 3.22(d), terminate such rights and obligations, in either case without payment of any fee except as set forth in Section 3.22(d); (iii) prohibits the Sub-Servicer from modifying any Serviced Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer or the Special Servicer, as the case may
Sub-Servicing Agreements. (a) The Master Servicer may enter into Sub-Servicing Agreements for the servicing and administration of all or a part of the Mortgage Loans (other than the Mall at Millenia Mortgage Loan, the Xxxxx Fargo Tower Mortgage Loan and the Geneva Commons 190
Sub-Servicing Agreements. The Master Servicer may enter into Sub-Servicing Agreements for any servicing and administration of the Home Equity Loans with any Affiliate of the Master Servicer only with the consent of the Certificate Insurer. The Master Servicer may, with the consent of the Certificate Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Certificate Insurer and which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Master Servicer shall give notice to the Trustee, the Backup Master Servicer, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Class A Certificates). For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Master Servicer) or any other successor Master Servicer shall have the option to terminate such agreement without payment of any fees if the original Master Servicer is terminated or resigns. The Master Servicer shall deliver to the Trustee, the Backup Master Servicer and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof promptly upon the Master Servicer's execution and delivery of such instrument.
