Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) The Subservicer may be merged or consolidated with or into any Person if the merger or consolidation does not results in a Change of Control of the Subservicer and no further consents or documentation shall be required by the Subservicer. Without the prior written consent of the KRECM, which consent may be withheld or conditioned (but shall not be unreasonably delayed) in KRECM’s sole and absolute discretion, the Subservicer shall not (i) assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this Agreement, or any portion thereof, (ii) transfer all or substantially all of its assets to any Person, or (iii) be merged or consolidated with or into any Person if the merger or consolidation results in a Change of Control of the Subservicer. For the purposes of this Section 5.01, “
Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) Except as otherwise provided in this Section or Section 2.02, the Subservicer shall not assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this Agreement or any portion thereof, or be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in any case without the prior written consent of the Master Servicer (which consent, if not forbidden or restricted by the PSA, shall not be unreasonably withheld). Any such assignee, or any such Person into which the Subservicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the Subservicer may be a party, or any Person succeeding to the business of the Subservicer, shall be the successor of the Subservicer under this Agreement and shall be deemed to have assumed all of the liabilities of the Subservicer under this Agreement; provided however, that the Master Servicer’s consent to such assignment, merger, consolidation or other transfer (if granted) may be conditioned on: (i) the Master Servicer’s receipt of written confirmation (A) to the Trustee by each Rating Agency (at the expense of the Subservicer) that such assignment or succession will not result in ratings downgrade or withdrawal with respect to any Class of Certificates and (B) that such assignee, successor or surviving Person is an approved conventional seller/servicer of mortgage loans for FHLMC or FNMA; (ii) the Master Servicer’s receipt of an agreement executed by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations and warranties set forth in Section 5.03 and assumes the due and punctual performance and observance of each covenant and condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; and (iii) the Master Servicer’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory to the Master Servicer, the Trustee and the Depositor) deemed necessary in order to comply with the reporting obligations under the PSA.
Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) Except as otherwise provided in this Section 6.01 or in Section 2.02, the Subservicer shall not assign this Agreement for any reason or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld or delayed. The Subservicer shall not resign without giving the Master Servicer sixty days prior written notice thereof or such lesser notice as may be acceptable to the Master Servicer to enable the Master Servicer to assume all of the Subservicer's rights, powers, duties and obligations under this Agreement; provided, however, that only fifteen days prior written notice shall be required in connection with a resignation of the Subservicer as a result of the Master Servicer's failure to consent to any matters set forth in this Section 6.01.
Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) Except as otherwise provided in Section 6.01(b) hereof, or in Sections 2.02 or 3.02 hereof or in the following sentence, the Subservicer shall not assign this Agreement for any reason or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof without the prior written consent of the Master Servicer, whose consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Subservicer may delegate specific duties to third parties without the consent of the Master Servicer; provided however that such delegation shall not relieve the Subservicer of its obligations hereunder.
Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) Subject to Section 5.01(b), the Subservicer shall keep in full effect its existence, rights and good standing as a corporation, bank, trust company, partnership, limited liability company, association or other legal entity under the laws of the jurisdiction of its formation and will not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located or to protect the validity and enforceability of this Agreement, the PSA, the Certificates, the Mortgage Loans and/or the Serviced Companion Mortgage Loans and to perform its respective duties under this Agreement.
