Common use of Servicer Not to Assign Clause in Contracts

Servicer Not to Assign. The Owner has entered into this Agreement with the Servicer and subsequent purchasers will purchase the Mortgage Loans in reliance upon the independent status of the Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall not assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion hereof, except for the assignment or delegation of standard practice outsourcing activities such as the delegation of data processing, tax reporting and other purely clerical or administrative functions in connection with its Servicing responsibilities, or sell or otherwise dispose of all or substantially all of its property or assets except in connection with a merger or consolidation permitted under Section 7.02 without thirty (30) days prior notice and the prior written consent of the Owner, which consent shall be reasonably granted or withheld in the sole discretion of the Owner. Without in any way limiting the generality of this Section 7.04, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or sell or otherwise dispose of all or substantially all of its property or assets, except as permitted herein, without the prior written consent of the Owner, then the Owner shall have the right to terminate this Agreement upon notice given as set forth in Section 9.01, without any payment of any penalty or damages and without any liability whatsoever to the Servicer or any third party.

Servicer Not to Assign. The Owner has entered into this Agreement with the Servicer and subsequent purchasers will purchase the Mortgage Loans in reliance upon the independent status of the Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall not assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion hereof, except for the assignment or delegation of standard practice outsourcing activities such as the delegation of data processing, tax reporting and other purely clerical or administrative functions in connection with its Servicing responsibilitiesresponsibilities (provided, that the Servicer shall remain primarily liable regardless of any such assignment or delegation), or sell or otherwise dispose of all or substantially all of its property or assets except in connection with a merger or consolidation permitted under Section 7.02 without thirty (30) days prior notice and the prior written consent of MSMCH and the OwnerCertificate Insurer, which consent shall be reasonably granted or withheld in the sole discretion of the OwnerMSMCH. Without in any way limiting the generality of this Section 7.04, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or sell or otherwise dispose of all or substantially all of its property or assets, except as permitted herein, without the prior written consent of MSMCH and the OwnerCertificate Insurer, then the Owner MSMCH shall have the right to to, with the prior written consent of the Certificate Insurer, or shall at the direction of the Certificate Insurer, terminate this Agreement upon notice given as set forth in Section 9.01, without any payment of any penalty or damages and without any liability whatsoever to the Servicer or any third party.