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 Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent and 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 Servicer 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 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 Collateral Agent, the Unaffiliated Seller, the Trust, the Depositor and the Note Insurer. 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 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 Owner Trustee, on behalf of the Trust, at the direction of the Trust CertificateholdersServicer, the Depositor, the Back-up Servicer, the Unaffiliated SellerSeller and the Trustee; provided, however, that in the event the Servicer is terminated pursuant to Section 7.01 hereof, the Note Insurerconsent of the Unaffiliated Seller shall no longer be required, the Collateral Agent and 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 Servicer without incurring, in the reasonable judgment of the Note 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 Indenture Trustee, the Collateral AgentBack-up Servicer, the Unaffiliated Seller, the Trust, the Depositor Seller and the Note InsurerDepositor. 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 77.02. The Servicer shall provide the Trustee, the Back-up Servicer 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 written consent of the Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent Certificate Insurer and 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 Servicer without incurringthe incurrence, in the reasonable judgment of the Note Certificate Insurer, of 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 Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Trust, the Depositor and the Note Certificate Insurer. 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 77.2. The Servicer shall provide the Trustee, Xxxxx'x and S&P and the Certificate Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.23.

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 Owner Trustee, on behalf of the Trust, at the direction of the Trust CertificateholdersServicer, the Depositor, the Back-up Servicer, the Unaffiliated Seller, the Note InsurerCertificate Insurer and the Trustee; provided, however, that in the event the Servicer is terminated pursuant to Section 7.01 hereof, the Collateral Agent and consent of the Indenture 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 Note 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 Indenture Trustee, the Collateral AgentBack-up Servicer, the Unaffiliated Seller, the Trust, the Depositor and the Note Certificate Insurer. 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 77.02. The Servicer shall provide the Trustee, the Back-up Servicer, the Certificate Insurer 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 Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note InsurerCertificate Insurer and the Trustee, provided, however, in the event the Servicer is terminated pursuant to Section 7.01 hereof, the Collateral Agent and consent of the Indenture 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 Note 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 Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Trust, the Depositor and the Note Certificate Insurer. 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 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 Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent and 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 Servicer 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 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 Collateral Agent, the Unaffiliated Seller, the Trust, the Depositor and the Note Insurer. 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 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 Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent and 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 Servicer 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 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 Collateral Agent, the Unaffiliated Seller, the Trust, the Depositor and the Note Insurer. 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 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 Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent and 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 Servicer 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 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 Collateral Agent, the Unaffiliated Seller, the Trust, the Depositor and the Note Insurer. 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 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 Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent and 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 Servicer 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 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 Collateral Agent, the Unaffiliated Seller, the Trust, the Depositor and the Note Insurer. 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 7.effective

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 Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent Agent, the Back-up Servicer and 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 Servicer 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 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 Collateral Agent, the Unaffiliated Seller, the Trust, the Depositor Depositor, the Back-up Servicer and the Note Insurer. 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 77.02. The Servicer shall provide the Indenture Trustee, the Collateral Agent, 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 this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent Agent, the Back-up Servicer and 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 Servicer 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 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 Collateral Agent, the Back-up Servicer, the Unaffiliated Seller, the Trust, the Depositor and the Note Insurer. 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 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 Indenture Trustee, the Collateral Agent, the Rating Agencies, the Note Insurer, Back-up Servicer and the Owner Trustee, on behalf of the Trust, at the direction of the Trust Certificateholders, the Depositor, the Servicer, the Unaffiliated Seller, the Note Insurer, the Collateral Agent and the Indenture 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 Note InsurerControlling Party, 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 Trust, the Indenture Trustee, the Collateral Agent, the Unaffiliated SellerRating Agencies, the Trust, the Depositor and the Note Insurer, the Back-up Servicer and the Initial 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.