Common use of Limitation on Assignment by the Servicer Clause in Contracts

Limitation on Assignment by the Servicer. The Owner has entered into this Agreement with the Servicer and, if applicable, 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 or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Owner, except: (a) as otherwise provided for in this Agreement, (b) the Servicer, without the consent of the Owner, may retain third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions; provided, that the retention of such contractors by the Servicer shall not limit the obligation of the Servicer to service the Mortgage Loans pursuant to the terms and conditions of this Agreement or (c) the Servicer may enter into an Advance Facility in accordance with Section 11.20. Notwithstanding anything to the contrary herein, the Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the “Lender”), provided, that: (1) upon an Event of Default and receipt of a notice of termination by the Servicer, the Lender may direct the related Servicer or its designee to appoint a successor Servicer pursuant to the provisions, and subject to the conditions, set forth in Section 9.02 regarding the Servicer’s appointment of a successor Servicer; (2) the Lender’s rights are subject to this Agreement; and (3) the related Servicer shall remain subject to termination as servicer under this Agreement pursuant to the terms hereof.

Limitation on Assignment by the Servicer. The Owner has entered into this Agreement with the Servicer and, if applicable, 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 or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Owner, except: (a) as otherwise provided for in this Agreement, (b) in the case where such assignment, delegation, sale, or disposition is to the corporate parent of the Servicer or to an affiliate of the Servicer, (c) the Servicer, without the consent of the Owner, may retain third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions; provided, that the retention of such contractors by the Servicer shall not limit the obligation of the Servicer to service the Mortgage Loans pursuant to the terms and conditions of this Agreement Agreement, or (cd) the Servicer (or the Purchaser) may enter into an Advance Facility in accordance with Section 11.20. Notwithstanding anything upon notice to the contrary hereinOwner, and without the Servicer may pledge consent of the Owner, solely in connection with a financing or other facility (any such arrangement, an “Advance Facility”), assign as collateral security or pledge to another Person all its rights, title and interest under this Agreement to a lender (the “Lender”), provided, that: (1) upon an Event Servicing Rights and its rights to reimbursement of Default and receipt of a notice of termination by the Servicer, the Lender may direct the related Servicer or its designee to appoint a successor Servicer pursuant to the provisions, and subject to the conditions, set forth in Section 9.02 regarding the Servicer’s appointment of a successor Servicer; (2) the Lender’s rights are subject to this Agreement; and (3) the related Servicer shall remain subject to termination as servicer under this Agreement pursuant to the terms hereofServicing Advances.