Common use of No Transfer of Servicing Clause in Contracts

No Transfer of Servicing. With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Seller to service the Mortgage Loans hereunder, the Company Seller acknowledges that the Purchaser has acted in reliance upon the CompanySeller's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Seller shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Seller either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Seller (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Seller to service the Mortgage Loans hereunder, the Company Seller acknowledges that the Purchaser has acted in reliance upon the Company's Seller’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way anyway limiting the generality of this Section, the Company Seller shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's ’s sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Seller either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Seller (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Seller to service the Mortgage Loans hereunder, the Company Seller acknowledges that the Purchaser has acted in reliance upon the CompanySeller's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Seller shall not either assign this Agreement or the servicing hereunder or delegate a substantial portion of its rights or duties hereunder or any portion thereofhereunder, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall will not be granted or withheld in unreasonably withheld; provided, however, the Seller may, with prior notice but without Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05’s consent, in the event that the Company either shall assign this Agreement or the servicing responsibilities its rights and obligations as servicer hereunder or delegate its duties hereunder or any portion thereof without to an entity if (i) satisfying such entity is directly or indirectly owned or controlled by the requirements set forth herein or Seller, (ii) such entity shall be qualified to service mortgage loans on behalf of FNMA or FHLMC and shall satisfy the prior written consent requirements of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than Section 16 with respect to accrued but unpaid the qualifications of a successor to the Seller, and (iii) the Seller guaranties the performance by such entity of all obligations hereunder. Nothing in this Agreement shall prohibit or limit the right of the Seller to assign the servicing rights hereunder to Countrywide Home Loans Servicing Fees and Servicing Advances remaining unpaid) or any third partyLP.

No Transfer of Servicing. With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion, but if the purchaser of the Company's assetshas the qualifications set forth in Section 8.02, then the Purchaser will not unreasonably withhold consent. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Seller to service the Mortgage Loans hereunder, the Company Seller acknowledges that the Purchaser has acted in reliance upon the Company's Seller’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Seller shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Seller either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Seller (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion, unless the Company meets the requirements of the last sentence of Section 8.02 herein after any such disposition. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser has acted in reliance upon the CompanyServicer's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole reasonable discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Servicing Fees and Servicing Sxxxxxxxx Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser has acted in reliance upon the Company's Servicer’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this SectionSection 7.05, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's ’s sole discretion. Without in any way limiting the generality of this Section 8.057.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Monthly Advances, Servicing Advances and Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser Owner has acted in reliance upon the CompanyServicer's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretionOwner. Without in any way limiting the generality of this Section 8.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the PurchaserOwner, then the Purchaser Owner shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, which consent shall not be unreasonable withheld, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Seller to service the Mortgage Loans hereunder, the Company Seller acknowledges that the Purchaser has acted in reliance upon the CompanySeller's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, except as provided in Section 4.15 or Section 8.04 the Company Seller shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Seller either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company Seller (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser has acted in reliance upon the Company's Servicer’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this SectionSection 8.05, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's ’s sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Monthly Advances, Servicing Advances and Interim Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser has acted in reliance upon the CompanyServicer's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole reasonable discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances Serxxxxxx Xxvances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser Master Servicer has acted in reliance upon the Company's Servicer’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Sectionsection, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assetsassets not in the ordinary course of business, without the prior written approval of the PurchaserMaster Servicer, which consent approval shall not be granted or withheld in the Purchaser's sole discretionunreasonably withheld. Without in any way limiting the generality of this Section 8.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the PurchaserMaster Servicer, then the Purchaser Master Servicer shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Servicing Fees and Monthly Advances and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser has acted in reliance upon the CompanyServicer's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this SectionSection 7.05, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall not be granted or withheld in the Purchaser's sole discretionunreasonably withheld. Without in any way limiting the generality of this Section 8.057.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third partyAgreement as set forth in Section 9.02.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser Owner has acted in reliance upon the Company's Servicer’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretionOwner. Without in any way limiting the generality of this Section 8.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the PurchaserOwner, then the Purchaser Owner shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company RFC to service the Mortgage Loans HELOCs hereunder, the Company RFC acknowledges that the Purchaser has acted in reliance upon the Company's RFC’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this SectionSection 7.05, the Company RFC shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, other than in accordance with Subsection 11.18, or sell or otherwise dispose of all or substantially all of its property or assetsassets except in compliance with Subsection 7.02, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's ’s sole discretion. Without in any way limiting the generality of this Section 8.057.05, in the event that the Company RFC either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof except in compliance with Subsection 11.18 without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 9.01, without any payment of any penalty or damages and without any liability whatsoever to the Company RFC (other than with respect to accrued but unpaid Servicing Fees Advances and Servicing Advances Fees remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser has acted in reliance upon the Company's Servicer’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this SectionSection 7.05, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's ’s sole discretion. Without in any way limiting the generality of this Section 8.057.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 9.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Monthly Advances, Servicing Advances and Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser Owner has acted in reliance upon the CompanyServicer's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the PurchaserOwner, which consent shall be granted or withheld in the PurchaserOwner's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the PurchaserOwner, then the Purchaser Owner shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser has acted in reliance upon the CompanyServicer's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this SectionSection 7.05, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.057.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 9.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Monthly Advances, Servicing Advances and Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Seller to service the Mortgage Loans hereunder, the Company Seller acknowledges that the Purchaser has acted in reliance upon the CompanySeller's independent status, the adequacy of its servicing facilities, plan, , personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company Seller shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Seller either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Seller (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial fmancial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying satisf'ing the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's ’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's ’s sole discretion. Without in any way limiting the generality of this Section 8.0511.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

No Transfer of Servicing. With respect to the retention of the Company Servicer to service the Mortgage Loans hereunder, the Company Servicer acknowledges that the Purchaser has acted in reliance upon the CompanyServicer's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this SectionSection 8.05, the Company Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this AgreementAgreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability whatsoever to the Company Servicer (other than with respect to accrued but unpaid Monthly Advances, Servicing Advances and Interim Servicing Fees and Servicing Advances remaining unpaid) or any third party.