Common use of Assignment by Primary Servicer Clause in Contracts

Assignment by Primary Servicer. This Agreement and the rights and benefits hereunder of the Primary Servicer shall not be assignable, and the duties and obligations hereunder of such party shall not be delegable; provided, however, that (i) the Primary Servicer may assign, sell or transfer its rights and duties under this Agreement (in whole and not in part) to a parent company of Primary Servicer or a wholly-owned subsidiary or affiliate of such party, or a successor by merger of Primary Servicer; (ii) the Primary Servicer shall be entitled to employ subcontractors to the extent provided in Article VII and (iii) the Primary Servicer shall be entitled to assign, sell or transfer its rights and duties under this Agreement (in whole and not in part), provided that (in the case of this subclause (iii)) either (A) the Master Servicer has approved the proposed successor, such approval not to be unreasonably withheld, or (B) the proposed successor to the Primary Servicer then: (a) is rated "above average" or the equivalent by each Rating Agency, (b) has at least $15,000,000 in total assets and (c) is appropriately qualified to do business and/or is licensed in all jurisdictions where such qualification and/or licensing is necessary to service the Mortgage Loans. Any such assignment under this Section 6.3 (other than one described in clause (ii) above) shall (i) not be effective until such successor Primary Servicer enters into a written agreement satisfactory to Master Servicer agreeing to be bound by the terms and provisions of this Agreement (but not altering the obligations under this Agreement); and (ii) not relieve the assigning Primary Servicer of any duties or liabilities arising or incurred prior to such assignment. Any costs or expenses incurred in connection with such assignment shall be payable by the assigning Primary Servicer. Any assignment or delegation or attempted assignment or delegation in contravention of this Agreement shall be null and void.

Assignment by Primary Servicer. This Agreement and the rights and benefits hereunder of the Primary Servicer shall not be assignable, and the duties and obligations hereunder of such party shall not be delegable; provided, however, that (i) the Primary Servicer may assign, sell or transfer its rights and duties under this Agreement (in whole and not in part) to a parent company of Primary Servicer or a wholly-owned subsidiary or affiliate of such party, or a successor by merger of Primary Servicer; (ii) the Primary Servicer shall be entitled to employ subcontractors to the extent provided in Article VII and (iii) the Primary Servicer shall be entitled to assign, sell or transfer its rights and duties under this Agreement (in whole and not in part), provided that (in the case of this subclause (iii)) either (A) the Master Servicer has approved the proposed successor, such approval not to be unreasonably withheld, or (B) the proposed successor to the Primary Servicer then: (a) is rated "above average" or the equivalent by each Rating Agency, (b) has at least $15,000,000 in total assets and (c) is appropriately qualified to do business and/or is licensed in all jurisdictions where such qualification and/or licensing is necessary to service the Mortgage Loans. Any such assignment under this Section 6.3 (other than one described in clause (ii) above) shall (i) not be effective until such successor Primary Servicer enters into a written agreement satisfactory to Master Servicer agreeing to be bound by the terms and provisions of this Agreement (but not altering the obligations under this Agreement); and (ii) not relieve the assigning Primary Servicer of any duties or liabilities arising or incurred prior to such assignment. Any costs or expenses incurred in connection with such assignment shall be payable by the assigning Primary Servicer. Any assignment or delegation or attempted assignment or delegation in contravention of this Agreement shall be null and void.

Assignment by Primary Servicer. This Agreement and the rights and benefits hereunder of the Primary Servicer shall not be assignable, and the duties and obligations hereunder of such party shall not be delegable; provided, however, that (i) the Primary Servicer (subject to Section 5.12) may assign, sell or transfer its rights and duties under this Agreement (in whole and not in part) to a parent company of Primary Servicer or a wholly-owned subsidiary or affiliate of such party, or a successor by merger of Primary Servicer; (ii) the Primary Servicer shall be entitled to employ subcontractors to the extent provided in Article VII and (iii) the Primary Servicer (subject to Section 5.12) shall be entitled to assign, sell or transfer its rights and duties under this Agreement (in whole and not in part), provided that (in ) with the case reasonable approval of this subclause (iii)) either (A) the Master Servicer has approved the proposed successor, such approval not to be unreasonably withheld, or (B) the proposed successor to the Primary Servicer then: (a) is rated "above average" or the equivalent by each Rating Agency, (b) has at least $15,000,000 in total assets and (c) is appropriately qualified to do business and/or is licensed in all jurisdictions where such qualification and/or licensing is necessary to service the Mortgage LoansServicer. Any such assignment under this Section 6.3 (other than one described in clause (ii) above) shall (i) not be effective until such successor Primary Servicer enters into a written agreement satisfactory to Master Servicer agreeing to be bound by the terms and provisions of this Agreement (but not altering the obligations under this Agreement); and (ii) not relieve the assigning Primary Servicer of any duties or liabilities arising or incurred prior to such assignment. Any costs or expenses incurred in connection with such assignment shall be payable by the assigning Primary Servicer. Any assignment or delegation or attempted assignment or delegation in contravention of this Agreement shall be null and void.