Common use of Appointment of Servicers Clause in Contracts

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans and Underlying Collateral by one or more Qualified Servicers named therein (each, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans and Underlying Collateral by one or more Qualified Servicers named therein (each, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-day- to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans Assets and Underlying Collateral by one or more Qualified Servicers the Servicer named therein (each, together with other Qualified Servicers, a “Servicer”)therein. Each Servicer, at all times during which it acts as Servicer, shall satisfy (and must continue to satisfy satisfy) the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan Asset shall at all times be serviced (and any Underlying Collateral managed) by or through at least one (1) Servicer (including any subservicers Subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-to-to- day Servicing Obligations of the Manager shall be conducted by or through one (1) or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one (1) or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement Subservicing Agreement with each such Subservicer (“Subservicing Agreement”)Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing rights with respect to the Loans Assets or any right to transfer or sell the servicing rights with respect to the Loans Assets (other than in connection with the sale of any LoanAsset), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing rights with respect to the Loans Assets (other than in connection with the sale of any LoanAsset), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans and Underlying Collateral by one or more Qualified Servicers named therein (each, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers Subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement Subservicing Agreement with each such Subservicer (“Subservicing Agreement”)Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. (a) The Manager servicing, administering and collection of the Pool Receivables shall be conducted by the Persons so designated from time to time as Servicer in accordance with this Section 4.1. Until the Agent gives notice to the Sellers and the Servicers (in its individual capacityaccordance with this Section 4.1) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans designation of a new Servicer: (i) Manitowoc is hereby designated as, and Underlying Collateral by one or more Qualified Servicers named therein (eachhereby agrees to perform the duties and obligations of, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, Servicer with respect to all Pool Receivables other than the Interim Servicing PeriodCanadian Receivables and the Euro Receivables; (ii) Garland is hereby designated as, and hereby agrees to perform the provisions of Section 3.3 of the Contribution Agreementduties and obligations of, (x) each Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers engaged by the Servicer with respect to all Canadian Receivables from time to time included in the Pool Receivables; and (“Subservicers”iii) as permitted hereunder)Convotherm is hereby designated as, it being understood that and hereby agrees to perform the relevant servicing functions not delegated to duties and obligations of, the Servicer by with respect to all Euro Receivables from time to time included in the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) Pool Receivables; in each case, in accordance with the Servicing Standard terms hereof. Upon the occurrence and during the continuance of a Termination Event, the Agent may designate as Servicer of any or all Pool Receivables any Person (including itself) to succeed the foregoing Servicers or any successor thereto, on the condition, in each case, that any such Person so designated shall agree to perform the duties and obligations of such Servicer pursuant to the terms hereof. Without limiting the generality of the foregoing, effective immediately upon the occurrence of a German Insolvency Event with respect to any German Servicer, such German Servicer shall automatically and without further action by any Person be terminated as a Servicer hereunder, and the provisions herein and Agent may designate a successor to such German Servicer as described above; provided, however, that absent such designation, Manitowoc shall cause all the related Pool Receivables to be serviced in accordance with the Ancillary Documentsterms hereof. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, and (y) the applicable existing Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of all day-to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject such activities to the other terms new Servicer, and conditions all existing Servicers shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of records and use by the new Servicer of all licenses or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) Each Servicer acknowledges that, in making its decision to execute and deliver this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer Agent and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing AgreementPurchaser have relied on such Servicer’s agreement to act as Servicer hereunder. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (Accordingly, each Servicer agrees that it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effectnot voluntarily resign as Servicer.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Mortgage Loans and Underlying Collateral by one or more Qualified Servicers named therein (each, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Mortgage Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers Subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-day- to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement Subservicing Agreement with each such Subservicer (“Subservicing Agreement”)Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and the Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Mortgage Loans or any right to transfer or sell the servicing to the Mortgage Loans (other than in connection with the sale of any Mortgage Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Mortgage Loans (other than in connection with the sale of any Mortgage Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. (a) The Manager servicing, administering and collection of the Pool Receivables shall be conducted by the Persons so designated from time to time as Servicer in accordance with this Section 4.1. Until the Agent gives notice to the Sellers and the Servicers (in its individual capacityaccordance with this Section 4.1) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans designation of a new Servicer: (i) Manitowoc is hereby designated as, and Underlying Collateral by one or more Qualified Servicers named therein (eachhereby agrees to perform the duties and obligations of, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, Servicer with respect to all Pool Receivables other than the Interim Servicing PeriodCanadian Receivables and the Euro Receivables; (ii) Garland is hereby designated as, and hereby agrees to perform the provisions of Section 3.3 of the Contribution Agreementduties and obligations of, (x) each Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers engaged by the Servicer with respect to all Canadian Receivables from time to time included in the Pool Receivables; and (“Subservicers”iii) as permitted hereunder)Convotherm is hereby designated as, it being understood that and hereby agrees to perform the relevant servicing functions not delegated to duties and obligations of, the Servicer by with respect to all Euro Receivables from time to time included in the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) Pool Receivables; in each case, in accordance with the Servicing Standard terms hereof. Upon the occurrence and during the continuance of a Termination Event, the Agent may designate as Servicer of any or all Pool Receivables any Person (including itself) to succeed the foregoing Servicers or any successor thereto, on the condition, in each case, that any such Person so designated shall agree to perform the duties and obligations of such Servicer pursuant to the terms hereof. Without limiting the generality of the foregoing, effective immediately upon the occurrence of a German Insolvency Event with respect to any German Servicer, such German Servicer shall automatically and without further action by any Person be terminated as a Servicer hereunder, and the provisions herein and Agent may designate a successor to such German Servicer as described above; provided, however, that absent such designation, Manitowoc shall cause all the related Pool Receivables to be serviced in accordance with the Ancillary Documentsterms hereof. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, and (y) the applicable existing Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of all day-to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject such activities to the other terms new Servicer, and conditions all existing Servicers shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of records and use by the new Servicer of all licenses or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) Each Servicer acknowledges that, in making its decision to execute and deliver this Agreement, any the Agent and the Purchaser have relied on such Servicer’s agreement to act as Servicer may be an Affiliate of the Private Owner or of the Managerhereunder. Accordingly, each Servicer agrees that it will not voluntarily resign as Servicer. (d) Each Servicer may engage or retain one or more Subservicersdelegate its duties and obligations hereunder to any sub-servicer (each, including Affiliates of the Private Owner or of the Managera “Sub-Servicer”); provided that, in each such delegation (i) such Sub-Servicer shall agree in a separate agreement, to perform certain the duties and obligations of its such Servicer pursuant to the terms hereof, (ii) such Servicer shall remain solely liable to the Purchaser and the Agent for the performance of the duties under the Servicing Agreementand obligations so delegated, as it may deem necessary and appropriate, by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets (and at all times continues to meetiii) the requirements set forth in Sellers, the definition of Qualified Agent and the Purchaser shall have the right to look solely to such Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the applicable Subservicing Agreement comply with Agent may terminate such agreement upon the terms termination of this Agreement such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to such Sub-Servicer). For avoidance of doubt, the applicable Servicing Agreement. The costs and fees existence of the Servicers Bond Administration Agreement shall not limit or diminish the obligations of any Servicer under this Agreement. (and e) No Servicer or any Subservicersof its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to) shall be borne exclusively by (i) while acting in Canada or Germany, negotiate or enter into contracts or other agreements in the Manager name of any Seller, the Purchaser, the Agent or any other Purchaser Party, (ii) delegate to any Person acting in its individual capacity without any right of reimbursement from Canada or Germany the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transferauthority to, or permit to be transferredany such Person to, to negotiate or enter into contracts or other agreements in the name of any Servicer Seller, the Purchaser, the Agent or any other Person Purchaser Party or (iii) establish an office or other place of business of any ownership interest in Seller, the servicing to Purchaser, the Loans Agent or any right to transfer other Purchaser Party in Canada or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effectGermany.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans Assets and Underlying Collateral by one or more Qualified Servicers the Servicer named therein (each, together with other Qualified Servicers, a “Servicer”)therein. Each Servicer, at all times during which it acts as Servicer, shall satisfy (and must continue to satisfy satisfy) the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan Asset shall at all times be serviced (and any Underlying Collateral managed) by or through at least one (1) Servicer (including any subservicers Subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-to-to­ day Servicing Obligations of the Manager shall be conducted by or through one (1) or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one (1) or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement Subservicing Agreement with each such Subservicer (“Subservicing Agreement”)Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing rights with respect to the Loans Assets or any right to transfer or sell the servicing rights with respect to the Loans Assets (other than in connection with the sale of any LoanAsset), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing rights with respect to the Loans Assets (other than in connection with the sale of any LoanAsset), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.