Common use of Assignment of Agreement by Servicer; Servicer Not to Resign Clause in Contracts

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer, without incurring unreasonable expense. Any such determination that the Servicer’s duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture Trustee, the Issuing Entity, the Depositor, the Sponsor and the Servicer, as applicable. No such resignation of the Servicer shall become effective until a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Seller, the Certificate Insurer and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Certificate Insurer, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing EntitySeller, the Depositor, the Sponsor Depositor and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and Trustee, the Rating Agencies and the Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Back-up Servicer, the Unaffiliated Seller and the Trustee; provided, however, that in the event the Servicer is terminated pursuant to Section 7.01 hereof, the consent of the Unaffiliated Seller shall no longer be required, or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer, Servicer without incurring unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, Servicer shall be evidenced by a written Opinion of Counsel (who may be outside counsel for the Servicer) to such effect delivered to the Indenture Trustee, the Issuing EntityBack-up Servicer, the Depositor, the Sponsor Unaffiliated Seller and the Servicer, as applicableDepositor. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee Trustee, the Back-up Servicer and the Rating Agencies with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual written consent of the Servicer, the Seller, the Certificate Insurer and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without the incurrence, without incurring in the reasonable judgment of the Certificate Insurer, of unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing EntitySeller, the Depositor, the Sponsor Depositor and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.027.2. The Servicer shall provide the Indenture Trustee Trustee, Xxxxx'x and S&P and the Rating Agencies Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.215.23.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Unaffiliated Seller, the Certificate Insurer and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Certificate Insurer, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, Servicer shall be evidenced by a written Opinion of Counsel (who may be outside counsel for the Servicer) to such effect delivered to the Indenture Trustee, the Issuing EntityUnaffiliated Seller, the Depositor, the Sponsor Depositor and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and Trustee, the Rating Agencies and the Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer, without incurring unreasonable expense. Any such determination that the Servicer’s duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture Trustee, the Issuing EntityTrust, the DepositorSeller, the Sponsor and the Servicer, as applicable. No such resignation of the Servicer shall become effective until a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Note Purchaser or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Note Purchaser, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trust, the Indenture Trustee, the Issuing Entity, the Depositor, the Sponsor Depositor and the Servicer, as applicableNote Purchaser. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.029.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies Note Purchaser with 30 at least 60 days’ ' prior written notice of its intention to resign pursuant to this Section 5.217.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Note Purchaser or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Note Purchaser, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trust, the Indenture Trustee, the Issuing Entity, the Depositor, the Sponsor Depositor and the Servicer, as applicableNote Purchaser. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.029.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies Note Purchaser with 30 days’ ' prior written notice of its intention to resign pursuant to this Section 5.217.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Unaffiliated Seller and the Trustee; provided, however, that in the event the Servicer is terminated pursuant to Section 7.01 hereof, the consent of the Unaffiliated Seller shall no longer be required, or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer, Servicer without incurring unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, Servicer shall be evidenced by a written Opinion of Counsel (who may be outside counsel for the Servicer) to such effect delivered to the Indenture Trustee, the Issuing Entity, Unaffiliated Seller and the Depositor, the Sponsor and the Servicer, as applicable. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer, without incurring unreasonable expense. Any such determination that the Servicer’s duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture Trustee, the Issuing EntityIssuer, the Depositor, the Sponsor and the Servicer, as applicable. No such resignation of the Servicer shall become effective until a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Seller, the Certificate Insurer and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Certificate Insurer, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing EntitySeller, the Depositor, the Sponsor Depositor and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.027.2. The Servicer shall provide the Indenture Trustee and Trustee, the Rating Agencies and the Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.215.19.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except with the prior consent of the Note Insurer (a copy of which will be provided to the Indenture Trustee), or upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Note Insurer, unreasonable expense. Any such determination that the Servicer’s duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing Entity, the Depositor, the Sponsor and the Servicer, as applicableNote Insurer. No such resignation of the Servicer shall become effective until a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and Trustee, the Rating Agencies and the Note Insurer with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign its obligations and duties under this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual written consent of the Certificate Insurer, the Depositor and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without the incurrence, without incurring in the reasonable judgment of the Certificate Insurer, of unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing EntityTransferor, the Depositor, the Sponsor Depositor and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until a the Trustee or another successor servicer appointed in accordance with the terms of this Agreement has assumed in writing the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.027.2. The Servicer shall provide the Indenture Trustee Trustee, Xxxxx'x and S&P and the Rating Agencies Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.215.23.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by [mutual] consent of the Trustee [and the Certificate Insurer], which consent shall not be unreasonably withheld, or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer, Servicer without incurring unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing Entity, the Depositor, the Sponsor Seller and the Servicer, as applicableDepositor [and the Certificate Insurer]. No such assignment or resignation of the Servicer shall become effective until the Trustee or a successor servicer Servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies [and the Certificate Insurer] with 30 days’ [30] days prior written notice of its intention to resign pursuant to this Section 5.215.24.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer, without incurring unreasonable expense. Any such determination that the Servicer’s duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture Trustee, the Issuing Entity, the Depositor, the Sponsor and the Servicer, as applicable. No such resignation of the Servicer shall become effective until a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 7.02this Agreement. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.216.04.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by mutual consent of the Certificate Insurer and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Certificate Insurer, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing EntitySeller, the Depositor, the Sponsor Company and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.21.accordance

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by mutual consent of the Certificate Insurer and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Certificate Insurer, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing EntitySeller, the Depositor, the Sponsor Depositor and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and Trustee, the Rating Agencies and the Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.215.24.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer, without incurring unreasonable expense. Any such determination that the Servicer’s duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture Trustee, the Issuing Entity, the Depositor, the Sponsor and the Servicer, as applicable. No such resignation of the Servicer shall become effective until a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.213.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Depositor, the Certificate Insurer and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Certificate Insurer, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing Entity, the Depositor, the Sponsor Depositor and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.21.assumed

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the its obligations and duties hereby imposed on it hereunder except by consent of the Note Insurer and the Indenture Trustee, or upon the determination that the Servicer’s 's duties hereunder are no longer permissible permitted under applicable law and that such incapacity cannot be cured by the Servicer, Servicer without incurring unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture TrusteeSeller, the Issuing Entity, the Depositor, the Sponsor Depositor and the Servicer, as applicableNote Insurer. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer Servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. Notwithstanding the foregoing, the Servicer may assign its rights and delegate its obligations hereunder to a successor Servicer, which shall assume the Servicer's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and Trustee, the Rating Agencies and the Note Insurer with 30 days’ days prior written notice of its intention to assign this Agreement or resign pursuant to this Section 5.21from its obligations and duties hereunder.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Initial Purchaser or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Initial Purchaser, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture TrusteeTrust, the Issuing Entity, the Depositor, the Sponsor Depositor and the Servicer, as applicableInitial Purchaser. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.029.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies Initial Purchaser with 30 days’ ' prior written notice of its intention to resign pursuant to this Section 5.217.21.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by mutual consent of the Certificate Insurer and the Trustee or upon the determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the ServicerServicer without incurring, without incurring in the reasonable judgment of the Certificate Insurer, unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, 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, the Issuing EntityAsset Seller, the Depositor, the Sponsor Company and the Servicer, as applicableCertificate Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and Trustee, the Rating Agencies and the Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.215.22.

Assignment of Agreement by Servicer; Servicer Not to Resign. The Servicer shall not assign this Agreement nor resign from the its obligations and duties hereby imposed on it hereunder except by consent of [the Note Insurer and] the Indenture Trustee, which consent shall not be unreasonably withheld, or upon the determination that the Servicer’s 's duties hereunder are no longer permissible permitted under applicable law and that such incapacity cannot be cured by the Servicer, Servicer without incurring unreasonable expense. Any such determination that the Servicer’s 's duties hereunder are no longer permissible under applicable law permitting the resignation of the Servicer, as applicable, Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture TrusteeSeller, the Issuing Entity, the Depositor, the Sponsor Depositor [and the Servicer, as applicableNote Insurer]. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer Servicer appointed in accordance with the terms of this Agreement has assumed the Servicer’s 's responsibilities and obligations hereunder in accordance with Section 7.02. The Servicer shall provide the Indenture Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 5.21.