Common use of Assignment or Delegation of Duties by the Master Servicer and Securities Administrator Clause in Contracts

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the CertificatesCertificates (without regard to the Class A-1-W and Class A-3-W Policy), to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform 108 and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the CertificatesCertificates (without regard to the Class A-2-B, Class A-4-B, Class A-5-B and Class A-6-B Policy), to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the CertificatesCertificates (without regard to the Class A-1-W and Class A-3-W Policy), to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the 135 compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried 118 out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.. 159

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are 115 transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor 134 securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.. 133

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any 165 other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.

Assignment or Delegation of Duties by the Master Servicer and Securities Administrator. Except as expressly provided herein, neither the Master Servicer nor the Securities Administrator shall assign or transfer any of their respective rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the respective duties, covenants or obligations to be performed by the Master Servicer or Securities Administrator, as applicable, hereunder; provided, however, that the Master Servicer and the Securities Administrator shall each have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrading of the CertificatesCertificates (without regard to the Class A-2-W and Class A-5-W Policy), to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any of the respective duties, covenants or obligations to be performed and carried out by the Master Servicer or the Securities Administrator, as applicable, hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer or the Securities Administrator, as applicable, to the Depositor and the Trustee. If, pursuant to any provision hereof, the respective duties of the Master Servicer or the Securities Administrator are transferred to a successor master servicer or successor securities administrator, as applicable, the entire amount of the compensation payable to the Master Servicer or Securities Administrator pursuant hereto shall thereafter be payable to such successor master servicer or successor securities administrator. Such successor Master Servicer shall also pay the fees of the Trustee, as provided herein.