Assignment; Resignation. The Servicer shall not assign its rights and duties under this Agreement (other than in connection with a subservicing arrangement) nor resign from the obligations and duties hereby imposed on it as Servicer except (a) by mutual consent of the Servicer, the Indenture Trustee, the Majority Noteholders and the Hedge Counterparties, (b) in connection with a merger, conversion or consolidation 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), (c) in connection with an assignment permitted pursuant to Section 5.13 (in which case the Assignee shall be the successor of the Servicer), or (d) upon the Servicer’s determination that its duties hereunder are no longer permissible under Requirements of Law or administrative determination and such incapacity cannot be cured by the Servicer. Any such determination 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 Indenture Trustee, which Opinion of Counsel shall be in form and substance reasonably acceptable to the Indenture Trustee. No such resignation shall become effective until a successor has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 8.03.
Assignment; Resignation. 72 Section 5.13 Merger or Consolidation of Servicer................. 72 Section 5.14 Limitation on Liability of the Servicer and Others.. 73 Section 5.15 The Backup Servicer................................. 73 Section 5.16 Covenants of the Backup Servicer.................... 76
Assignment; Resignation. 149 Section 9.05. Removal of Servicer.......................................................... 151 ARTICLE X SERVICER DEFAULT..................................................................... 151
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 except (a) an assignment or resignation by mutual consent of the Servicer, the Issuer and the Majority Noteholders, (b) 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 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), (c) so long as the Originator is the Servicer, at the option of the Originator, an assignment to a third party servicer in connection with a merger, conversion, consolidation or sale of substantially all of the Originator’s business or substantially all of the 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 such incapacity cannot be cured by the Servicer. Any such determination pursuant to clause (d) 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 Servicer shall not assign its rights and duties under this Agreement (other than in connection with a subservicing or other arrangement permitted under this Agreement) nor resign from the obligations and duties hereby imposed on it 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 the reasonable determination by the Servicer that the Servicer’s duties thereunder are no longer permissible under Applicable Law or administrative determination and such incapacity cannot be cured by the Servicer or (d) 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 Servicer or its investment advisor. Any such determination 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 105 the Trustee. No such resignation shall become effective until a successor has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 8.03.
Assignment; Resignation. 76 Section 11. Restructuring of the Issuers . . . . . . . . . . . . . . . . 77
Assignment; Resignation. (a) The Administrative Agent and the Collateral Agent shall be entitled to assign its obligations and duties hereunder and/or under the other Purchase Documents to any of its Affiliates. From and after any such assignment, the terms Administrative Agent and Collateral Agent as used herein and in all other Purchase Documents shall be deemed to refer to such Affiliate for all purposes. The Administrative Agent and the Collateral Agent will promptly provide the Issuers notice of any such assignment.
Assignment; Resignation. The Member may, from time to time, assign in whole or in part its limited liability company interest.
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:
Assignment; Resignation. (a) TFC shall not resign as servicer hereunder except upon determination by a court of competent jurisdiction that the performance of its servicing duties hereunder is no longer permissible under applicable law. Notwithstanding the foregoing, any Person into which TFC may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which TFC shall be a party, or any Person succeeding to the business of TFC, shall be the successor of TFC hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, but subject to being terminated as servicer in accordance with the terms hereof, including, without limitation pursuant to Section 6.01(g).
