No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the 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 Section 3.05 of this Agreement, the Primary Servicer shall not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof, 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; provided, however, that the Primary Servicer may transfer and assign this Agreement to an Affiliate of the Primary Servicer so long as the conditions described in clauses (i), (ii), (iv) and (v) of the second paragraph of Section 3.02 of this Agreement are satisfied in connection with such transfer and assignment. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement or the servicing hereunder (the “Primary Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Primary Servicer.
No Transfer or Assignment of Servicing. With respect to the responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the 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 Primary 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 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 Primary Servicer of this Agreement, the servicing hereunder or the delegation of any of the Primary Servicer’s rights or duties hereunder or the delegation of any of the Primary Servicer’s rights or duties hereunder (the “Primary Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity (but not an obligation) to bid on the purchase or assumption of such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Master Servicer. If after receipt by the Primary Servicer of all bids, the Master Servicer is not the highest bidder, the Master Servicer shall be given the opportunity (but not the obligation) to submit a second bid, which bid shall be the final bid received by the Primary Servicer and shall be given equal consideration by the Primary Servicer with all other bids. The Primary 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 Primary Servicer, as required per 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 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 Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the 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. Except as otherwise provided here, without in any way limiting the generality of this Section 3.05, the Primary 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 approval will not be unreasonably withheld or delayed.
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 Servicer (and the Certificate Insurer, in granting its consent hereto) 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 3.06, the Sub-Servicer shall not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof, whether to any sub-servicer or otherwise, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Servicer and the Certificate Insurer. Notwithstanding any other provision of this Agreement, Sub-Servicer shall have the right to assign, transfer and pledge any right to receive payment under this Agreement without the consent of or notice to Servicer, the Trust or the Certificate Insurer.
No Transfer or Assignment of Servicing. With respect to the responsibility of the Sub-Servicer to service Mortgage Loans hereunder, the Sub-Servicer acknowledges that the Master Servicer has acted in reliance upon the adequacy of the Sub-Servicer's servicing program, its integrity, financial standing and reputation and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the parties hereto hereby acknowledge that, except as otherwise set forth herein, any or all of the Sub-Servicer's obligations hereunder may be performed in the Sub-Servicer's name by CSI and that the Sub-Servicer shall neither assign nor transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof to any party other than CSI without the prior written approval of the Master Servicer (which approval shall not be unreasonably withheld or delayed).
