Common use of Sub-Servicers Clause in Contracts

Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.

Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld)Party, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.

Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian Trustee and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.

Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-sub- servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.

Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Sub- 299 Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.

Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian Trustee and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) other than with respect to the Tx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan in connection with the Mortgaged Properties located in Mexico, the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.

Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related 291 Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.

Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.

Sub-Servicers. (A) The Special Primary Servicer shall have supervise, administer, monitor, enforce and oversee the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer servicing of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to applicable Mortgage Loans by any Sub-Servicer appointed by it. The Special terms of any arrangement or agreement between the Primary Servicer and a Sub-Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Master Servicer or the Trustee in the event such Primary Servicer is terminated in accordance with respect thereto. Notwithstanding anything to the contrary contained in this Agreement. In addition, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent none of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion LoanMaster Servicer, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange ActTrustee, the Special Servicer, the Paying Agent, the Certificateholders or the holder of any Waterside Shops B Note shall not enter into have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Primary Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Primary Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Primary Servicer shall remain obligated and liable to the Master Servicer, the Trustee, the Paying Agent, the Special Servicer, the holder of the Waterside Shops B Note and the Certificateholders for the servicing and administering of the applicable Mortgage Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Primary Servicer alone were servicing and administering the Mortgage Loans. The Primary Servicer shall notify the Master Servicer in writing promptly of the appointment by it of any Prohibited PartySub Servicer.