Subservicer Not to Assign; Merger or Consolidation of the Subservicer Clause Samples

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, “Change of Control” means a merger or consolidation in which Subservicer is a constituent entity, the result of which is that Berkshire Hathaway Inc. and/or Leucadia National Corporation ultimately no longer directly or indirectly own greater than 50% of the voting and other equity interests of Subservicer or no longer has the right to control the day-to-day management, or appoint the manager, of Subservicer. In connection with any assignment, merger or consolidation to which KRECM consents, the assignee, the Person into which the Subservicer is merged or consolidated, or the entity resulting from the merger or consolidation, as applicable, 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. In addition, in connection with any proposed transaction under this Section 5.01(a) to which KRECM is willing to provide its consent, KRECM may condition its consent on: (i) KRECM’s receipt of written confirmation that such assignee, successor or surviving Person is Amended & Restated Master Subservicing Agreement rated by at least one rating agency; (ii) KRECM’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; (iii) KRECM’s receipt of all information and reports (in writing and ...
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Related to Subservicer Not to Assign; Merger or Consolidation of the Subservicer

  • Merger or Consolidation of the Servicer The Servicer shall keep in full effect its existence, rights and franchises as a corporation, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be the successor of the Servicer 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, provided, however, that the successor or surviving Person shall be an institution (i) having a net worth of not less than $25,000,000, and (ii) which is a ▇▇▇▇▇▇ ▇▇▇- and ▇▇▇▇▇▇▇ Mac-approved servicer in good standing.

  • Merger or Consolidation of the Depositor or the Servicer The Depositor and the Servicer will each keep in full effect its existence, rights and franchises as a separate entity under the laws governing its organization, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor or the Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, 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; provided, however, that the successor or surviving Person to the Servicer shall be qualified to service mortgage loans on behalf of FNMA or FHLMC.

  • Merger or Consolidation of the Seller or the Master Servicer Subject to the following paragraph, the Seller and the Master Servicer each will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Seller or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Seller or Master Servicer shall be a party, or any Person succeeding to the business of the Seller or Master Servicer, shall be the successor of the Seller or Master Servicer 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; provided, however, that, in the case of the Master Servicer, any such successor or resulting Person shall be qualified to service mortgage loans for FNMA or FHLMC.

  • Merger or Consolidation of the Depositor The Depositor will keep in full effect its existence, rights and franchises as a corporation or federally chartered savings bank, as the case may be, under the laws of the United States or under the laws of one of the states thereof and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor shall be a party, or any person succeeding to the business of the Depositor, shall be the successor of the Depositor, as the case may be, 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.

  • Merger or Consolidation of the Master Servicer (a) The Master Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its duties under this Agreement. (b) Any Person into which the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Master Servicer shall be a party, or any Person succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer hereunder, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.