Common use of Assignments; Successors Clause in Contracts

Assignments; Successors. (a) The Parties’ rights under this Agreement shall continue in full force and effect and shall not be affected by the sale (or other transfer of a Covered Portfolio) by New Residential of MSRs to New Residential Affiliate. (b) Neither this Agreement nor the obligations of each Party hereunder may be assigned or otherwise transferred by operation of law or otherwise, in each case, in whole or in part (a “Transfer”), by either Party without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and any such attempted Transfer without such consent shall be void; provided, however, that such consent shall not be required in the event that (1) RHSS Transfers this Agreement in accordance with a Permitted Transfer (as defined in the Guaranty) thereof, (2) NRZ Brokerage Transfers this Agreement to an Affiliate, or (3) NRZ Brokerage undergoes one or more transactions under which (i) NRZ Brokerage or the business of NRZ Brokerage relating to this Agreement is acquired by or merges with another party and the acquiring or surviving entity succeeds NRZ Brokerage as to this Agreement, (ii) all or substantially all of the assets of NRZ Brokerage or the business of NRZ Brokerage relating to this Agreement is acquired by another party and such other party succeeds NRZ Brokerage as to this Agreement, (iii) NRZ Brokerage assigns this Agreement in connection with a sale of all or substantially all of its assets, or (iv) NRZ Brokerage spins off the business relating to this Agreement into one or more separate entities and such one or more separate entities succeed NRZ Brokerage as to this Agreement; provided, further, that nothing herein shall in any way restrict any direct or indirect assignment, sale or other transfer of the equity interests of NRZ Brokerage, whether by operation of law or otherwise. (c) If RHSS wishes to execute a Transfer (other than as specified in Section 10(b)(1) herein), RHSS shall provide to NRZ Brokerage in writing the identity of the proposed successor or assignee, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and subject to the restrictions contained in Section 14 of the Vendor Management Addendum. NRZ Brokerage agrees that, (1) it will respond to such writing with an approval or rejection of such proposed Transfer within no more than five (5) business days and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Transfer and that such discretion shall be limited to analyzing whether or not such Transfer exposes NRZ Brokerage or New Residential to a non-de minimis increased risk relating to (A) the financial health or operational capabilities of the counterparty, (B) the quality of performance of the services provided under this Agreement, or (C) regulatory compliance matters. If NRZ Brokerage rejects a requested Transfer and, RHSS believes (as evidenced by written notice to NRZ Brokerage) that NRZ Brokerage’s determination was not made in accordance with the requirements of this Section -23- 10(c), the Parties shall submit the dispute regarding NRZ Brokerage’s determination to the dispute resolution process set forth in Section 21 hereof. During the pendency of such dispute resolution process, RHSS shall not be permitted to affect a Transfer. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis. 11.

Assignments; Successors. (a) The Parties’ rights under this This Agreement shall continue in full force bind and effect inure to the benefit of the respective successors and shall not be affected by the sale (or other transfer of a Covered Portfolio) by New Residential of MSRs to New Residential Affiliate. (b) Neither this Agreement nor the obligations assigns of each Party hereunder may be assigned or otherwise transferred by operation of law or otherwise, in each case, in whole or in part (a “Transfer”), by either Party without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and any such attempted Transfer without such consent shall be voidparties; provided, however, that such consent shall not be required in the event that (1a) RHSS Transfers no Borrower or any other Loan Party may assign this Agreement or any other Loan Document in whole or in part, or any rights or duties hereunder or thereunder, without Lender’s prior written consent (unless otherwise expressly permitted pursuant to this Agreement) and any such prohibited assignment shall be absolutely void ab initio, and (b) Lender may not assign this Agreement or the other Loan Documents in whole or in part, or its rights and duties hereunder and thereunder, without the prior written consent of the Administrative Borrower, except (A) during the existence of an Event of Default under Section 9.1, 9.2, 9.5 or 9.6, (B) any assignment to another lender that has previously become a Lender in accordance with a Permitted Transfer (as defined in the Guaranty) thereofterms hereof, (2C) NRZ Brokerage Transfers this Agreement any assignment to an AffiliateAffiliate or related fund of any Lender, (D) any assignment in connection with the merger, consolidation, sale, transfer or other disposition of all or any substantial portion of Lender’s business, loan portfolio or other assets and (3E) NRZ Brokerage undergoes one Lender may, after notice to Administrative Borrower, sell participations in, all or more transactions under which any part of the Advances, the Letters of Credit, the commitments to make Advances or any other interest herein to another financial institution or other Person on terms and conditions acceptable to Lender; provided, that, (i) NRZ Brokerage or the business of NRZ Brokerage relating to Lender’s obligations under this Agreement is acquired by or merges with another party and the acquiring or surviving entity succeeds NRZ Brokerage as to this Agreementother Loan Documents shall remain unchanged, (ii) all or substantially all Lender shall remain responsible for the performance of such obligations, and the assets of NRZ Brokerage or the business of NRZ Brokerage relating Loan Parties shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement is acquired by another party and such the other party succeeds NRZ Brokerage as to this AgreementLoan Documents, (iii) NRZ Brokerage assigns the participant shall not have any rights under this Agreement or any of the other Loan Documents (the participant’s rights against Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Loan Party hereunder shall be determined as if Lender had not sold such participation, and (iv) no consent or approval by Parent or any Loan Party shall be required in connection with a sale of all or substantially all of any such participation. No consent to assignment by the Lender shall release any Borrower from its assets, or (iv) NRZ Brokerage spins off the business relating to Obligations. Nothing in this Agreement into one shall prevent or more separate entities prohibit Lender from pledging its rights under and such one or more separate entities succeed NRZ Brokerage as to interest in this Agreement; provided, further, that nothing herein shall in any way restrict any direct or indirect assignment, sale or other transfer of the equity interests of NRZ Brokerage, whether by operation of law or otherwise. (c) If RHSS wishes to execute a Transfer (other than as specified in Section 10(b)(1) herein), RHSS shall provide to NRZ Brokerage in writing the identity of the proposed successor or assignee, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and subject to the restrictions contained in Section 14 of the Vendor Management Addendum. NRZ Brokerage agrees that, (1) it will respond to such writing with an approval or rejection of such proposed Transfer within no more than five (5) business days and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Transfer and that such discretion shall be limited to analyzing whether or not such Transfer exposes NRZ Brokerage or New Residential Agreement to a non-de minimis increased risk relating to (A) the financial health or operational capabilities Federal Reserve Bank in support of the counterparty, (B) the quality of performance of the services provided under this Agreement, or (C) regulatory compliance matters. If NRZ Brokerage rejects a requested Transfer and, RHSS believes (as evidenced borrowings made by written notice to NRZ Brokerage) that NRZ Brokerage’s determination was not made in accordance with the requirements of this Section -23- 10(c), the Parties shall submit the dispute regarding NRZ Brokerage’s determination to the dispute resolution process set forth in Section 21 hereof. During the pendency of Lender from such dispute resolution process, RHSS shall not be permitted to affect a Transfer. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis. 11Federal Reserve Bank.

Assignments; Successors. (a) The Parties’ rights under this Agreement shall continue in full force and effect and shall not be affected by the sale (or other transfer of a Covered Portfolio) by New Residential of MSRs to New Residential Affiliate. (b) Neither this Agreement nor the obligations of each Party hereunder may be assigned or otherwise transferred by operation of law or otherwise, in each case, in whole or in part (a “Transfer”), by either Party without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and any such attempted Transfer without such consent shall be void; provided, however, that such consent shall not be required in the event that (1) RHSS Transfers this Agreement in accordance with a Permitted Transfer (as defined in the Guaranty) thereof, (2) NRZ Brokerage Transfers this Agreement to an Affiliate, or (3) NRZ Brokerage undergoes one or more transactions under which (i) NRZ Brokerage or the business of NRZ Brokerage relating to this Agreement is acquired by or merges with another party and the acquiring or surviving entity succeeds NRZ Brokerage as to this Agreement, (ii) all or substantially all of the assets of NRZ Brokerage or the business of NRZ Brokerage relating to this Agreement is acquired by another party and such other party succeeds NRZ Brokerage as to this Agreement, (iii) NRZ Brokerage assigns this Agreement in connection with a sale of all or substantially all of its assets, or (iv) NRZ Brokerage spins off the business relating to this Agreement into one or more separate entities and such one or more separate entities succeed NRZ Brokerage as to this Agreement; provided, further, that nothing herein shall in any way restrict any direct or indirect assignment, sale or other transfer of the equity interests of NRZ Brokerage, whether by operation of law or otherwise. (c) If RHSS wishes to execute a Transfer (other than as specified in Section 10(b)(1) herein), RHSS shall provide to NRZ Brokerage in writing the identity of the proposed successor or assignee, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and subject to the restrictions contained in Section 14 of the Vendor Management Addendum. NRZ Brokerage agrees that, (1) it will respond to such writing with an approval or rejection of such proposed Transfer within no more than five (5) business days -22- and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Transfer and that such discretion shall be limited to analyzing whether or not such Transfer exposes NRZ Brokerage or New Residential to a non-de minimis increased risk relating to (A) the financial health or operational capabilities of the counterparty, (B) the quality of performance of the services provided under this Agreement, or (C) regulatory compliance matters. If NRZ Brokerage rejects a requested Transfer and, RHSS believes (as evidenced by written notice to NRZ Brokerage) that NRZ Brokerage’s determination was not made in accordance with the requirements of this Section -23- 10(c), the Parties shall submit the dispute regarding NRZ Brokerage’s determination to the dispute resolution process set forth in Section 21 hereof. During the pendency of such dispute resolution process, RHSS shall not be permitted to affect a Transfer. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis. 11.

Assignments; Successors. (a) The Parties’ rights under this This Agreement shall continue in full force bind and effect inure to the benefit of the respective successors and shall not be affected by the sale (or other transfer of a Covered Portfolio) by New Residential of MSRs to New Residential Affiliate. (b) Neither this Agreement nor the obligations assigns of each Party hereunder may be assigned or otherwise transferred by operation of law or otherwise, in each case, in whole or in part (a “Transfer”), by either Party without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and any such attempted Transfer without such consent shall be voidparties; provided, however, that no Borrower or any other Loan Party may assign this Agreement or any rights or duties hereunder without Lender’s prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by Lender shall release any Borrower or any other Loan Party from its Obligations. Lender may assign this Agreement and the other Loan Documents in whole or in part and its rights and duties hereunder or grant participations in the Obligations hereunder and thereunder and no consent or approval by any Borrower or any other Loan Party is required in connection with any such consent assignment or participation. Notwithstanding the foregoing, a participant shall not be required entitled to receive any greater amount under Section 16 than the applicable Lender would have been entitled to receive. Lender shall establish and maintain at its address (a) a record of ownership (the “Register”) in which it shall register the interests (including any rights to receive payment hereunder) of Lender in the event that Loans, and any assignment of any such Loans and (1b) RHSS Transfers this Agreement in accordance with a Permitted Transfer (as defined accounts in the Guaranty) thereof, (2) NRZ Brokerage Transfers this Agreement to an Affiliate, or (3) NRZ Brokerage undergoes one or more transactions under Register in which it shall record (i) NRZ Brokerage or the business name and address of NRZ Brokerage relating to this Agreement is acquired by or merges with another party and the acquiring or surviving entity succeeds NRZ Brokerage as to this AgreementLender, (ii) all or substantially all the amount of the assets of NRZ Brokerage or the business of NRZ Brokerage relating to this Agreement is acquired by another party and such other party succeeds NRZ Brokerage as to this Agreementeach Loan, (iii) NRZ Brokerage assigns this Agreement in connection with a sale the amount of all any principal or substantially all of its assetsinterest due and payable or paid, or (iv) NRZ Brokerage spins off any other payment received by Lender from the business relating to this Agreement into one or more separate entities Borrowers and such one or more separate entities succeed NRZ Brokerage as to this Agreement; provided, further, that nothing herein shall in (v) any way restrict any direct or indirect assignment, sale or other transfer of the equity interests of NRZ Brokerage, whether by operation of law or otherwiseassignment with respect thereto. (c) If RHSS wishes to execute a Transfer (other than as specified in Section 10(b)(1) herein), RHSS shall provide to NRZ Brokerage in writing the identity of the proposed successor or assignee, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and subject Notwithstanding anything to the restrictions contrary contained in Section 14 of the Vendor Management Addendum. NRZ Brokerage agrees that, (1) it will respond to such writing with an approval or rejection of such proposed Transfer within no more than five (5) business days and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Transfer and that such discretion shall be limited to analyzing whether or not such Transfer exposes NRZ Brokerage or New Residential to a non-de minimis increased risk relating to (A) the financial health or operational capabilities of the counterparty, (B) the quality of performance of the services provided under this Agreement, or (C) regulatory compliance mattersthe Loans are registered obligations. If NRZ Brokerage rejects a requested Transfer andThe entries in the Register shall be conclusive and each Person whose name is recorded in the Register shall be treated as the owner of such Loan for all purposes of this Agreement, RHSS believes (as evidenced by written notwithstanding any notice to NRZ Brokerage) the contrary. This Section shall be construed so that NRZ Brokerage’s determination was not made the Loans are at all times maintained in accordance with “registered form” within the requirements meaning of this Section -23- 10(cSections 163(f), 871(h)(2) and 881(c)(2) of the Parties shall submit the dispute regarding NRZ Brokerage’s determination to the dispute resolution process set forth in Section 21 hereof. During the pendency of such dispute resolution process, RHSS shall not be permitted to affect a Transfer. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis. 11IRC and any related regulations (and any successor provisions).