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 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 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 Issuing Entity, the Depositor, the Sponsor and the Note 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, 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 with the prior by mutual consent of the Note Insurer (a copy of which will be provided to Servicer, the Indenture Trustee)Seller, the Certificate Insurer, the Back-up Servicer 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 without incurring, in the reasonable judgment of the Note 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 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 Back-up Servicer and the Note Certificate 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, the Rating Agencies Agencies, the Back-up Servicer and the Note 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 its obligations and duties hereby imposed on it hereunder except with the prior by consent of the Note Insurer (a copy of which will be provided to 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 without incurring, in the reasonable judgment of the Note 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 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 Note 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, 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 its obligations and duties under this Agreement nor resign from the obligations and duties hereby imposed on it except with the prior by mutual written consent of the Note Insurer (a copy of which will be provided to Certificate Insurer, the Indenture Trustee), 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 Servicer without incurringthe incurrence, in the reasonable judgment of the Note 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 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 Note Certificate 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, the Rating Agencies Xxxxx'x and S&P and the Note 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 its obligations and duties under this Agreement nor resign from the obligations and duties hereby imposed on it except with the prior by mutual written consent of the Note Insurer (a copy of which will be provided to Certificate Insurer, the Indenture Trustee), 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 Servicer without incurringthe incurrence, in the reasonable judgment of the Note 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 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 Note Certificate 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, the Rating Agencies Xxxxx'x and S&P and the Note 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 with the prior by mutual written consent of the Note Servicer, the Seller, the Certificate Insurer (a copy of which will be provided to and the Indenture Trustee), 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 without incurringthe incurrence, in the reasonable judgment of the Note 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 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 Note Certificate 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, the Rating Agencies Xxxxx'x and S&P and the Note Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.21.5.24. [Remainder of this page intentionally left blank]

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 with the prior by mutual consent of the Note Insurer (a copy of which will be provided to Certificate Insurer, the Indenture Trustee), Certificate Administrator 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 without incurring, in the reasonable judgment of the Note 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 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 DepositorCompany, the Sponsor Certificate Administrator and the Note Certificate 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 7.028.09. The Servicer shall provide the Indenture Trustee, the Rating Agencies Agencies, the Certificate Administrator and the Note Certificate Insurer with 30 days’ days prior written notice of its intention to resign pursuant to this Section 5.215.