Common use of NO ASSIGNMENT OR DELEGATION OF DUTIES BY SERVICER Clause in Contracts

NO ASSIGNMENT OR DELEGATION OF DUTIES BY SERVICER. The Servicer, as an independent contractor, shall service and administer the Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may not enter into subservicing agreements for any servicing and administration of Loans without the prior written consent of the Required Noteholders and the Trustee (acting at the written direction of the Required Noteholders) (which consent shall not be unreasonably withheld) and without notice thereof to the Rating Agency. Except as expressly provided herein, the Servicer shall not assign or transfer any of its 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 duties, covenants or obligations to be performed by the Servicer hereunder, without notice to the Rating Agency and without the prior written consent of the Required Noteholders and the Trustee (acting at the written direction of the Required Noteholders) (which consent shall not be unreasonably withheld), and absent such written consent any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer shall be liable for all acts and omissions of any delegate, subcontractor or other agent appointed pursuant to this Agreement. Nothing contained in this Section 3.2 shall prohibit or be deemed to prohibit the Servicer from contracting with third parties to perform duties that are not duties of the Servicer hereunder that the Servicer deems reasonably necessary in connection with the servicing of the Loans including, without limitation, title work, surveying, environmental consulting, property management and maintenance, construction, engineering and architectural consulting.

NO ASSIGNMENT OR DELEGATION OF DUTIES BY SERVICER. The Servicer, as an independent contractor, shall service and administer the Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may not enter into subservicing agreements for any servicing and administration of Loans without the prior written consent of the Required Noteholders and the Trustee (acting at the written direction of the Required Noteholders) (which consent shall not be unreasonably withheld) and without notice thereof to the Rating Agency. Except as expressly provided hereinin this Agreement, the Servicer shall not assign pledge, assign, or transfer any of its rights, benefits benefits, or privileges hereunder under this Agreement to any other Person, or delegate to or subcontract with, or authorize authorize, or appoint any other Person to perform any of the duties, covenants covenants, or obligations to be performed by the Servicer hereunder, without notice to the Rating Agency and without the prior written consent of the Required Noteholders and the Trustee (acting at the written direction of the Required Noteholders) (Owner, which consent shall not be unreasonably withheld), withheld and absent such written consent any agreement, instrument instrument, or act purporting to effect any such assignment, transfer, delegation delegation, or appointment shall be void. The Notwithstanding the foregoing, the Servicer shall be liable for all acts have the right without the prior written consent of the Owner and omissions of any delegate, subcontractor hereby agrees to delegate to or other agent appointed pursuant to this Agreement. Nothing contained in this Section 3.2 shall prohibit subcontract with or be deemed to prohibit the Servicer from contracting with third parties to perform duties that are not duties authorize or appoint an Affiliate of the Servicer hereunder that to perform and carry out any duties, covenants, or obligations to be performed and carried out by the Servicer deems reasonably necessary hereunder to the extent that such duties, covenants, or obligations are to be performed in connection with any state or states in which the servicing Servicer is not authorized to do business as a foreign corporation but in which the Affiliate is so authorized. In no case, shall any permitted assignment relieve the Servicer of any liability to the Loans includingOwner hereunder. Notwithstanding an other provision of this Agreement, Servicer shall have the right to assign, transfer or pledge any right Servicer has to receive payment under this Agreement without limitationthe consent of, title workor notice to, surveying, environmental consulting, property management and maintenance, construction, engineering and architectural consultingthe Owner.

NO ASSIGNMENT OR DELEGATION OF DUTIES BY SERVICER. (a) The Servicer, as an independent contractor, shall service and administer the Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may not enter into subservicing agreements (except with an Affiliate) for any servicing and administration of Loans without the prior written consent of the Required Noteholders and the Trustee (acting at the written direction of the Required Noteholders) (which consent shall not be unreasonably withheld) and without notice thereof to the Rating AgencyAgent. Except as expressly provided herein, the Servicer shall not assign or transfer (except to an Affiliate) any of its 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 duties, covenants or obligations to be performed by the Servicer hereunder, without notice to the Rating Agency Agent and without the prior written consent of the Required Noteholders and the Trustee (acting at the written direction of the Required Noteholders) (which consent shall not be unreasonably withheld), Agent and absent such written consent any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. (b) Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a sub-servicer or reference to actions taken through a sub-servicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Loans in accordance with the provisions of this Agreement and the other Transaction Documents without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the sub-servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on a Loan when a sub-servicer has received such payments. The Servicer shall be entitled to enter into any agreement with a sub-servicer for indemnification of the Servicer by such sub-servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any subservicing agreement that may be entered into and any transactions or services relating to the Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer alone, and the Agent and Lenders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the sub-servicer except as set forth in Section 3.2(d). The Servicer shall be solely liable for all fees owed by it to any sub-servicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. Each sub-servicing agreement shall provide that it is assignable in accordance with Section 3.2(d) and may be terminated in accordance with such subsection. (d) In the event a successor Servicer is appointed hereunder (including by reason of an Amortization Event), the Agent or its designee may in its sole discretion assume all of the rights and obligations of the predecessor Servicer under each subservicing agreement that the predecessor Servicer may have entered into, unless the Agent or designee elects to terminate any such subservicing agreement. Any fee payable in connection with such a termination will be payable by the predecessor Servicer. If the Agent, its designee or the successor Servicer for the Agent elects to assume all of the Servicer's rights and obligations under a subservicing agreement, then the Agent, such designee or such successor Servicer shall be deemed to have replaced the predecessor Servicer as a party to such subservicing agreement to the same extent as if the subservicing agreements had been assigned to the assuming party, except that the predecessor Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreements with regard to events that occurred prior to the date the predecessor Servicer ceased to be the Servicer hereunder. The predecessor Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Agent, deliver to the assuming party all documents and records and afford the assuming party reasonable access (to the extent practicable) to the computer systems, electronic files and personnel as they relate to each subservicing agreement and the Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreements to the assuming party. (e) The Servicer shall be liable for all acts and omissions of any sub-servicer, delegate, subcontractor or other agent appointed pursuant to this Agreement. Nothing contained in this Section 3.2 shall prohibit or be deemed to prohibit the Servicer from contracting with third parties to perform duties that are not duties of the Servicer hereunder that the Servicer deems reasonably necessary in connection with the servicing of the Loans for which it is responsible for servicing including, without limitation, title work, surveying, environmental consulting, property management and maintenance, construction, engineering and architectural consulting.

NO ASSIGNMENT OR DELEGATION OF DUTIES BY SERVICER. The Servicer, as an independent contractor, shall service and administer the Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may not enter into subservicing agreements for any servicing and administration of Loans without the prior written consent of the Trustee and the Required Noteholders and the Trustee (acting at the written direction of the Required Noteholders) (which consent shall not be unreasonably withheld) and without notice thereof to the Rating Agency. Except as expressly provided herein, the Servicer shall not assign or transfer any of its 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 duties, covenants or obligations to be performed by the Servicer hereunder, without notice to the Rating Agency and without the prior written consent of the Trustee and the Required Noteholders and the Trustee (acting at the written direction of the Required Noteholders) (which consent shall not be unreasonably withheld), and absent such written consent any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer shall be liable for all acts and omissions of any delegate, subcontractor or other agent appointed pursuant to this Agreement. Nothing contained in this Section 3.2 shall prohibit or be deemed to prohibit the Servicer from contracting with third parties to perform duties that are not duties of the Servicer hereunder that the Servicer deems reasonably necessary in connection with the servicing of the Loans including, without limitation, title work, surveying, environmental consulting, property management and maintenance, construction, engineering and architectural consulting.