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 by mutual consent of the Servicer, the Seller, the Certificate Insurer and the 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 Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Seller, the Depositor and the Certificate Insurer. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 7.

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 Servicer Servicer, without incurring, in the reasonable judgment of the Certificate Insurer, 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 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 Trust, the Seller, the Depositor Sponsor and the Certificate InsurerServicer, 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 77.02. 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 Servicer Servicer, without incurring, in the reasonable judgment of the Certificate Insurer, 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 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 SellerIssuing Entity, the Depositor Depositor, the Sponsor and the Certificate InsurerServicer, 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 77.02. 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 Note Purchaser 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 Servicer without incurring, in the reasonable judgment of the Certificate InsurerNote Purchaser, unreasonable expense. Any such determination that the Servicer's duties hereunder are no longer permissible under applicable law 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 TrusteeTrust, the SellerIndenture Trustee, the Depositor and the Certificate InsurerNote Purchaser. No such resignation shall become effective until the Indenture Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 79.

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 duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be outside counsel for the Servicer) to such effect delivered to the Trustee, the Unaffiliated Seller, the Depositor and the Certificate Insurer. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 7.

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 SellerUnaffiliated Seller and the Trustee; provided, however, that in the event the Servicer is terminated pursuant to Section 7.01 hereof, the Certificate Insurer and consent of the Trustee Unaffiliated Seller shall no longer be required, 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 Servicer without incurring, in the reasonable judgment of the Certificate Insurer, 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 shall be evidenced by a written Opinion of Counsel (who may be outside counsel for the Servicer) to such effect delivered to the Trustee, the Seller, the Depositor Unaffiliated Seller and the Certificate InsurerDepositor. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 7.

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 Servicer Servicer, without incurring, in the reasonable judgment of the Certificate Insurer, 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 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 SellerIssuing Entity, the Depositor Depositor, the Sponsor and the Certificate InsurerServicer, 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 77.02. 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. (a) [Reserved.]

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 duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Seller, the Depositor and the Certificate Insurer. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 77.2. The Servicer shall provide the Trustee, the Rating Agencies and the Certificate Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.19.

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 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 Servicer Servicer, without incurring, in the reasonable judgment of the Certificate Insurer, 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 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 SellerIssuer, the Depositor Depositor, the Sponsor and the Certificate InsurerServicer, 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 77.02. 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 or 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 duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Seller, the Depositor and the Certificate Insurer. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 77.02. The Servicer shall provide the Trustee, the Rating Agencies and the Certificate Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.24.

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 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 Servicer Servicer, without incurring, in the reasonable judgment of the Certificate Insurer, 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 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 Trustee, the SellerIssuing Entity, the Depositor Depositor, the Sponsor and the Certificate InsurerServicer, 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 77.02. The Servicer shall provide the Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 3.21.

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 [mutual] consent of the Servicer, the Seller, Trustee [and the Certificate Insurer and the Trustee Insurer], which consent shall not be unreasonably withheld, 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 Servicer without incurring, in the reasonable judgment of the Certificate Insurer, 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Seller, Seller and the Depositor [and the Certificate Insurer]. No such assignment or resignation 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.

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 Initial Purchaser 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 Servicer without incurring, in the reasonable judgment of the Certificate InsurerInitial Purchaser, unreasonable expense. Any such determination that the Servicer's duties hereunder are no longer permissible under applicable law 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, the SellerTrust, the Depositor and the Certificate InsurerInitial Purchaser. No such resignation shall become effective until the Indenture Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 79.

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 mutual consent of [the ServicerNote Insurer and] the Indenture Trustee, the Sellerwhich consent shall not be unreasonably withheld, the Certificate Insurer and the Trustee or upon the determination that the Servicer's duties hereunder are no longer permissible permitted under applicable law and that such incapacity cannot be cured by the Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Seller, the Depositor [and the Certificate Note Insurer]. No such resignation 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 responsibilities and obligations hereunder in accordance with Section 77.02.

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 duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Unaffiliated Seller, the Depositor and the Certificate Insurer. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 7.

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 SellerDepositor, the Certificate Insurer and the 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 Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Seller, the Depositor and the Certificate Insurer. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 7.assumed

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 Servicer, the Seller, the Certificate Insurer and the 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 Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Asset Seller, the Depositor Company and the Certificate Insurer. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 77.02. The Servicer shall provide the Trustee, the Rating Agencies and the Certificate Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.22.

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 Servicer Servicer, without incurring, in the reasonable judgment of the Certificate Insurer, 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 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 Trustee, the SellerDepositor, the Depositor Sponsor and the Certificate InsurerServicer, 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 this Agreement. The Servicer shall provide the Trustee and the Rating Agencies with 30 days’ prior written notice of its intention to resign pursuant to this Section 76.04.

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 Servicer, the Seller, the Certificate Insurer and the 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 Servicer without incurring, in the reasonable judgment of the Certificate 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 shall be evidenced by a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Trustee, the Seller, the Depositor Company and the Certificate Insurer. No such resignation shall become effective until the Trustee or a successor appointed in accordance with the terms of this Agreement has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 7.accordance