Assignment by Subservicer. This Agreement and the rights and benefits hereunder of the Subservicer shall not be assignable, and the duties and obligations hereunder of such party shall not be delegable; provided, however, that (i) the Subservicer may assign, sell or transfer its rights and duties under this Agreement (in whole and not in part) to a parent company of Subservicer or a wholly-owned subsidiary or affiliate of such party, or a successor by merger of Subservicer; (ii) the Subservicer shall be entitled to employ subcontractors to the extent provided in Article VII and (iii) the Subservicer shall be entitled to assign, sell or transfer its rights and duties under this Agreement (in whole and not in part) with the reasonable approval of the Capmark Master Servicer and the Depositor, provided that (in the case of this subclause (iii)) the proposed successor to the Subservicer then (a) is rated "above average" or the equivalent by each Rating Agency, (b) has at least $15,000,000 in total assets and (c) is appropriately qualified to do business and/or is licensed in all jurisdictions where such qualification and/or licensing is necessary to service the Mortgage Loans. Any such assignment under this Section 6.3 (other than one described in clause (ii) above) shall (i) not be effective until such successor Subservicer enters into a written agreement satisfactory to the Capmark Master Servicer and the Depositor agreeing to be bound by the terms and provisions of this Agreement (but not altering the obligations under this Agreement); and (ii) not relieve the assigning Subservicer of any duties or liabilities arising or incurred prior to such assignment. Any costs or expenses incurred in connection with such assignment shall be payable by the assigning Subservicer. Any assignment or delegation or attempted assignment or delegation in contravention of this Agreement shall be null and void. Notwithstanding the provisions of this Section 6.3 (except for the preceding sentence), for so long as any ABS Issuing Entity is subject to the reporting requirements of the Exchange Act, the actions described in clause (i) above may not be taken without prior written consent of the Depositor.
Assignment by Subservicer. This Agreement and the rights and benefits hereunder of the Subservicer shall not be assignable, and the duties and obligations hereunder of such party shall not be delegable; provided, however, that (i) the Subservicer may assign, sell or transfer its rights and duties under this Agreement (in whole and not in part) to a parent company of Subservicer or a wholly-owned subsidiary or affiliate of such party, or a successor by merger of Subservicer; (ii) the Subservicer shall be entitled to employ subcontractors to the extent provided in Article VII and (iii) the Subservicer shall be entitled to assign, sell or transfer its rights and duties under this Agreement (in whole and not in part) with the reasonable approval of the Master Servicer. Any such assignment under this Section 6.3 (other than one described in clause (ii) above) shall (i) not be effective until such successor Subservicer enters into a written agreement satisfactory to the Master Servicer and the Depositor agreeing to be bound by the terms and provisions of this Agreement (but not altering the obligations under this Agreement); and (ii) not relieve the assigning Subservicer of any duties or liabilities arising or incurred prior to such assignment. Any costs or expenses incurred in connection with such assignment shall be payable by the assigning Subservicer. Any assignment or delegation or attempted assignment or delegation in contravention of this Agreement shall be null and void.
