Assignment of Servicing. The Servicer may sell, transfer, assign or convey its rights as Servicer to any Eligible Servicer, upon written notice to the Trustees and the Rating Agencies, without the consent of the Securityholders or the Trustees, provided that the Rating Agency Condition is satisfied. No such sale, transfer, assignment or conveyance shall become effective until such Eligible Servicer shall have assumed all of the responsibilities and obligations of the Servicer under the Transaction Documents.
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 3.22, the Primary Servicer shall not assign this Agreement or the servicing hereunder; provided, however, that, the Primary Servicer may transfer its rights, interest and obligations under this Agreement if (i) the Primary Servicer causes to be delivered to the Master Servicer a Rating Agency Confirmation with respect to such assignment, and, if the Trust is then subject to the reporting requirements under the Exchange Act, the Master Servicer and the Depositor have consented in writing to such transfer, which consent shall not be unreasonably withheld, or (ii) the Master Servicer and the Depositor have consented in writing to such transfer, which consent shall not be unreasonably withheld. No such assignment shall be effective unless the transferee shall have assumed in writing all of the Primary Servicer's obligations and duties hereunder.
Assignment of Servicing. This Agreement may not be assigned by the Servicer without the prior written consent of the Owner. This Section does not prohibit the Servicer from engaging vendors to assist the Servicer in performance of specific functions related to its obligations under this Agreement or to perform component services required for the servicing; provided that engaging vendors to perform a substantial portion of the primary day-to-day servicing obligations of Servicer under this Agreement will be deemed an assignment of this Agreement.
Assignment of Servicing. This Agreement may not be assigned by the Servicer without the prior written consent of the Company; provided, however, that this Agreement shall be assumed by any entity into which the Servicer may be merged or consolidated, or any entity succeeding to the business of the Servicer. This Section does not prohibit the Servicer from engaging service providers to assist the Servicer in the performance of specific functions related to its obligations under this Agreement or to perform component services required for the servicing; provided, however, the Servicer shall not engage the services of a subservicer or other service provider to perform a substantial portion of the primary day-to-day servicing obligations of the Servicer under this Agreement without the prior written consent of the Company, which consent may be exercised in the Company’s sole and exclusive discretion; and provided, further any such subservicer or service provider shall be engaged at the sole cost and expense of the Servicer, and shall be subject to the terms and conditions of this Agreement, the Servicer shall be fully liable for the acts and omissions of said subservicer or service provider, and the Servicer’s repurchase and indemnification obligations shall apply with respect to the acts or omissions of said subservicer or service providers as if the Servicer had performed the services directly. This Section does not limit or impair the Servicer’s right to terminate this Agreement in accordance with Section 5.2(d) of this Agreement. The Company may not assign this Agreement without the prior written consent of the Servicer; provided, however, that (i) the parties acknowledge and agree that the Company will pledge its rights under this Agreement to the Trustee pursuant to the Indenture, and (ii) this Agreement can be assigned to any entity into which the Company may be merged or consolidated, or any entity succeeding to the business of the Company.
Assignment of Servicing. Seller hereby assigns and releases all servicing rights and responsibilities including without limitation, all rights to receive servicing fees and other servicing-related income and benefits, with respect to each Mortgage Loan purchased under this Agreement to and for the benefit of Purchaser, as of the Servicing Transfer Date.
Assignment of Servicing. This Agreement may not be assigned by the Servicer without the prior written consent of the Owner; provided, however, that this Agreement shall be assumed by (i) any entity into which the Servicer may be merged or consolidated, or any entity succeeding to the business of the Servicer; provided, however, that the successor or surviving Person shall be an institution whose business includes the servicing of mortgage loans or (ii) any Affiliate of the Servicer. This Section does not prohibit the Servicer from engaging service providers to assist the Servicer in performance of its obligations under this Agreement. This Section does not limit or impair the Servicer’s right to terminate this Agreement in accordance with Section 5.2(c) of this Agreement. The Owner may not assign this Agreement without the prior written consent of the Servicer; provided, however, that this Agreement can be assigned to (i) any entity into which the Owner may be merged or consolidated, or any entity succeeding to the business of the Owner; or (ii) any Affiliate of the Owner.
Assignment of Servicing. The Issuer may, at any time, assign all or any portion of the servicing rights for the Loans on any terms acceptable to the Issuer; provided that any agreement to assign servicing rights and obligations shall provide that the transferee servicer must assume the servicing obligations of this Agreement with respect to fees and charges payable to the Sponsor and its agents as provided in Section
Assignment of Servicing. The Servicer may sell, transfer, assign or convey its rights as Servicer to any of its Affiliates (in the case of CITSF) or to any Eligible Servicer, upon prior written notice to the Sellers, the Trustees and the Rating Agencies (or as soon thereafter as is practicable), without the consent of the Holders or the Trustees, provided that, with respect to assignment to a Servicer which is not an Affiliate of CITSF, the Rating Agency Condition is satisfied and the Servicer and the Trustees receive the prior written consent of the Sellers (which consent shall not be unreasonably withheld).
Assignment of Servicing. HSBC Bank hereby assigns all rights and obligations of the Servicer under the Pooling and Servicing Agreement to HSBC Finance.
Assignment of Servicing. This Agreement may not be assigned by the Servicer without the prior written consent of the Owner; provided, however, that this Agreement shall be assumed by (i) any entity into which the Servicer may be merged or consolidated, or any entity succeeding to the business of the Servicer; provided, however, that the successor or surviving Person shall be an institution whose business includes the servicing of mortgage loans and other assets of the types currently being serviced by the Servicer for Owner pursuant to this Agreement, or (ii) any Affiliate of the Servicer, provided, however, in each case, the resulting servicer shall at all times have the same financial wherewithal as the Servicer and substantially equivalent experience and capacity to provide the services being provided to the Owner by the Servicer pursuant to this Agreement. This Section does not prohibit the Servicer from engaging service providers to assist the Servicer in performance of its obligations under this Agreement, provided that the Servicer shall not delegate all or substantially all of its obligations under this Agreement to a subservicer without the Owner’s prior written consent. This Section does not limit or impair the Servicer’s right to terminate this Agreement in accordance with Section 5.2(d) of this Agreement. The Owner may not assign this Agreement without the prior written consent of the Servicer; provided, however, that this Agreement can be assigned to (i) any entity into which the Owner may be merged or consolidated, or any entity succeeding to the business of the Owner; or (ii) any Affiliate of the Owner.
