Common use of Assignment; Resignation Clause in Contracts

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. 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 ’s business or substantially all of the Seller's ’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. 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 Agreement 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, or (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 asset-management business permitted pursuant to Section ‎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 ‎Section 8.02(b) and has assumed the Servicer’s responsibilities and obligations in accordance with Section ‎Section 8.03. No such assignment shall become effective unless the Holders of 100% of the Notes shall have consented thereto in writing. Notwithstanding anything to the contrary herein, the Backup Servicer, in such role or as Successor Servicer, may use agents to perform its duties hereunder without the consent of any party hereto, but the Backup Servicer shall remain liable for the performance of such agents as if it were performing such duties. The Issuer shall provide notice to the Rating Agency of any assignment or resignation pursuant to this ‎Section 5.12.

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 Agreement 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, (cb) 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 asset-management 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 (dc) so long as the Seller Originator is the Servicer, at the option of the SellerOriginator, an assignment to a third party servicer in connection with a merger, conversion, consolidation or sale of substantially all of the Seller's Originator’s business or substantially all of the Seller's lending Originator’s asset-management business permitted pursuant of the Section 5.08 of the Loan Sale Agreement provided such third party servicer is an established commercial loan servicing institution with experience servicing assets similar to the Loans that, on a consolidated basis, has a net worth of at least $50,000,000 or (d) a resignation upon the determination that the Servicer’s duties thereunder are no longer permissible under Applicable Law or administrative determination and Contribution Agreementsuch incapacity cannot be cured by the Servicer. Any such determination pursuant to clause (ad) 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. No such assignment shall become effective unless (i) the Rating Agency Condition is satisfied with respect thereto or (ii) the Holders of 100% of the Rated Notes shall have consented thereto in writing.

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 an established mortgage loan servicing institution that has a net worth of at least $75,000,000. Otherwise, the Servicer may assign its rights and delegate its duties and obligations under this Agreement if the successor accepting the assignment or delegation: (a) services mortgage loans similar to the Mortgage Loans in the ordinary course of its business; (b) is approved by the Certificate Insurer (which approval may not be unreasonably withheld or delayed); (c) 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, sale or transfer, without regard to the Certificate Insurance Policies; and (d) executes and delivers to the Trustee and the Certificate Insurer an agreement, in form and substance reasonably satisfactory to the Trustee and the Certificate Insurer, which contains an assumption by the Successor Servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Agreement from and after the date the appointment of the Successor Servicer becomes effective. Except as provided in the preceding paragraph, 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 nor resign from the obligations and duties hereby imposed on it pursuant to this Agreementexcept by mutual consent of the Servicer, in each case except (a) the Certificate Insurer and the Trustee or upon a the determination by that the Servicer that its performance of its Servicer's duties as Servicer is hereunder are no longer permissible under Applicable Law or administrative determination applicable law 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 8.03.125

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 nor resign from the obligations and duties hereby imposed on it pursuant to this Agreement, in each case as Servicer except (a) by mutual consent of the Servicer, the Trustee and the Majority Noteholders, (b) in connection with a merger, conversion or consolidation permitted pursuant to Section 5.13 (in which case, subject to the Rating Agency Condition being satisfied with respect thereto, the Person resulting from the merger, conversion or consolidation shall be the successor of the Servicer, or the Servicer, with the consent of the Trustee and the Backup Servicer (which shall not be unreasonably withheld or delayed), may appoint a successor Servicer which satisfies the criteria set forth in this Agreement, such successor Servicer accepts such appointment, and the Rating Agency Condition is satisfied with respect thereto), (c) upon a the reasonable determination by the Servicer that its performance of its the Servicer’s duties as Servicer is thereunder are 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), Servicer or (d) so long upon the reasonable determination by the Servicer that the continued performance of its duties as Servicer will cause a materially adverse accounting, regulatory or tax result for 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 Servicer 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 Agreementits investment advisor. 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 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 Agreement 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, or (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 asset-management 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. No such assignment shall become effective unless the Holders of 100% of the Notes shall have consented thereto in writing. Notwithstanding anything to the contrary herein, the Backup Servicer, in such role or as Successor Servicer, may use agents to perform its duties hereunder without the consent of any party hereto, but the Backup Servicer shall remain liable for the performance of such agents as if it were performing such duties. The Issuer shall provide notice to the Rating Agency of any assignment or resignation pursuant to this Section 5.12.