Assignment; Resignation. The Servicer shall not assign its rights and duties under this Agreement (other than in connection with a subservicing arrangement) nor resign from the obligations and duties hereby imposed on it as Servicer except (a) by mutual consent of the Servicer, the Indenture Trustee, the Majority Noteholders and the Hedge Counterparties, (b) in connection with a merger, conversion or consolidation permitted pursuant to Section 5.13 (in which case the Person resulting from the merger, conversion or consolidation shall be the successor of the Servicer), (c) in connection with an assignment permitted pursuant to Section 5.13 (in which case the Assignee shall be the successor of the Servicer), or (d) upon the Servicer’s determination that its duties hereunder are no longer permissible under Requirements of Law or administrative determination and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture Trustee, which Opinion of Counsel shall be in form and substance reasonably acceptable to the Indenture Trustee. No such resignation shall become effective until a successor has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 8.03.
Assignment; Resignation. The Servicer shall not assign its rights and duties under this Agreement (other than in connection with a subservicing arrangement or other arrangement permitted under this Agreement) or resign from the obligations and duties imposed on it pursuant to this Agreement, in each case except (a) upon a determination by the Servicer that its performance of its duties as Servicer is no longer permissible under Applicable Law or administrative determination and such incapacity cannot be cured by commercially reasonable efforts of the Servicer, (b) an assignment or resignation by mutual consent of the Servicer, the Issuer and the Majority Noteholders, (c) an assignment in connection with a merger, conversion, consolidation or sale of substantially all of the Servicer’s business or substantially all of the Servicer’s lending business permitted pursuant to Section 5.13 (in which case the Person resulting from the merger, conversion or consolidation shall be the successor of the Servicer), or (d) so long as the Seller is the Servicer, at the option of the Seller, an assignment to a third party servicer in connection with a merger, conversion, consolidation or sale of substantially all of the Seller's business or substantially all of the Seller's lending business permitted pursuant of Section 5.08 of the Sale and Contribution Agreement. Any such determination pursuant to clause (a) permitting the resignation of the Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, which Opinion of Counsel shall be in form and substance reasonably acceptable to the Trustee. No such resignation shall become effective until a successor has been appointed pursuant to Section 8.02(b) and has assumed the Servicer’s responsibilities and obligations in accordance with Section 8.03.
Assignment; Resignation. 73 Section 5.13 Merger or Consolidation of Servicer.............................................. 73 Section 5.14 Limitation on Liability of the Servicer and Others............................... 74 Section 5.15 The Backup Servicer.............................................................. 74 Section 5.16 Covenants of the Backup Servicer................................................. 77
Assignment; Resignation. 125 Section 9.05. Removal of Servicer. .............................................................................. 126 ARTICLE X SERVICER DEFAULT .......................................................................................... 127
Assignment; Resignation. The Initial Servicer may assign its rights and delegate its duties and obligations under this Agreement one time to the Successor Servicer on the Servicing Transfer Date without the consent of any party, if the Successor Servicer is the Expected Successor Servicer. Each of the Initial Servicer and the Expected Successor Servicer shall exercise commercially reasonable best efforts to effect the servicing transfer from the Initial Servicer to the Expected Successor Servicer on the terms previously negotiated between the Initial Servicer and the Expected Successor Servicer. In the event the Expected Successor Servicer does not become the Successor Servicer on or before March 2, 2002 (or such later date as may be agreed in writing by the Initial Servicer and the Certificate Insurer), the Initial Servicer shall present to the Certificate Insurer a list of prospective successor servicers and a reasonable plan to market the servicing of the Mortgage Loans to such entities. Any Successor Servicer other than the Expected Successor Servicer must be approved in writing by the Certificate Insurer. The Certificate Insurer shall respond to any proposal of a successor servicer as promptly as practicable, including a response to any list of prospective successor servicers furnished by the Initial Servicer. If the Certificate Insurer does not approve a successor servicer proposed by the Initial Servicer, the Certificate Insurer shall propose at least three alternative prospective successor servicers of whom it does approve. The Initial Servicer shall exercise commercially reasonable best efforts to sell the servicing of the Mortgage Loans to one or more of the entities it shall have proposed to, which entity or entities shall have been approved by, the Certificate Insurer, or, if not approved by the Certificate Insurer, to one or more of the entities proposed by the Certificate Insurer, on terms acceptable to the Initial Servicer. Except as provided in the preceding paragraph, the Servicer may assign its rights and delegate its duties and obligations under this Agreement if the successor accepting the assignment or delegation:
(1) services mortgage loans similar to the Mortgage Loans in the ordinary course of its business;
(2) is approved by the Certificate Insurer;
(3) would not cause any Rating Agency's rating of any of the Certificates in effect immediately prior to the assignment, sale or transfer to be qualified, downgraded or withdrawn as a result of that assignment,...
Assignment; Resignation. (a) TFC shall not resign as servicer hereunder except upon determination by a court of competent jurisdiction that the performance of its servicing duties hereunder is no longer permissible under applicable law. Notwithstanding the foregoing, any Person into which TFC may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which TFC shall be a party, or any Person succeeding to the business of TFC, shall be the successor of TFC hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, but subject to being terminated as servicer in accordance with the terms hereof, including, without limitation pursuant to Section 6.01(g).
(b) TFC may delegate its duties as servicer in accordance with the provisions of Section 5.01(b) this Agreement.
Assignment; Resignation. The Member may, from time to time, assign in whole or in part its limited liability company interest.
Assignment; Resignation. 76 Section 11. Restructuring of the Issuers . . . . . . . . . . . . . . . . 77
Assignment; Resignation. (a) The Administrative Agent and the Collateral Agent shall be entitled to assign its obligations and duties hereunder and/or under the other Purchase Documents to any of its Affiliates. From and after any such assignment, the terms Administrative Agent and Collateral Agent as used herein and in all other Purchase Documents shall be deemed to refer to such Affiliate for all purposes. The Administrative Agent and the Collateral Agent will promptly provide the Issuers notice of any such assignment.
(b) The Administrative Agent and the Collateral Agent may resign from the performance of its duties as Administrative Agent or Collateral Agent hereunder and/or under the other Purchase Documents at any time by giving 15 Business Days' prior written notice to the Issuers and the Purchasers. Such resignation shall take effect upon the appointment of a successor Administrative Agent or Collateral Agent, as the case may be, pursuant to clauses (c) and (d) below or as otherwise provided below.
(c) Upon any such notice of resignation, the Purchasers shall appoint a successor Administrative Agent or Collateral Agent hereunder or thereunder who shall be an internationally-recognized commercial bank or trust company reasonably acceptable to the Issuers.
(d) If a successor Administrative Agent or Collateral Agent shall not have been so appointed within such 15 Business Day period, the Administrative Agent or Collateral Agent, with the consent of the Issuers, may then appoint a successor Administrative Agent or Collateral Agent who shall serve as such hereunder or thereunder until such time, if any, as the Purchasers appoint a successor as provided above.
(e) If no successor has been appointed pursuant to clause (b) or (c) above by the 20th Business Day after the date such notice of resignation was given by the Administrative Agent or the Collateral Agent the resignation shall become effective and the Purchasers shall thereafter perform all the duties of the Administrative Agent and the Collateral Agent hereunder and/or under any other Purchase Document until such time, if any, as the Purchasers appoint a successor as provided above.
Assignment; Resignation
