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 written 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 the incurrence, in the reasonable judgment of the 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 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 7.2. 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 5.24. [Remainder of this page intentionally left blank]

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 ServicerCertificate Insurer, the Seller, the Certificate Insurer Depositor 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 the incurrence, in the reasonable judgment of the 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 Trustee, the SellerTransferor, the Depositor and the Certificate Insurer. No such resignation shall become effective until the Trustee or a another successor appointed in accordance with the terms of this Agreement has assumed in writing the Servicer's responsibilities and obligations hereunder in accordance with Section 7.2. 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 5.24. [Remainder of this page intentionally left blank]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 written consent of the Servicer, the Seller, the Certificate Insurer Insurer, the Back-up Servicer 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 the incurrenceincurring, in the reasonable judgment of the 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 Trustee, the Seller, the Depositor Depositor, the Back-up Servicer 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 7.27.02. The Servicer shall provide the Trustee, Xxxxx'x and S&P the Rating Agencies, the Back-up Servicer and the Certificate Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.24. [Remainder of this page intentionally left blank]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 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 the incurrenceincurring, in the reasonable judgment of the 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 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 7.27.02. The Servicer shall provide the Trustee, Xxxxx'x and S&P the Rating Agencies and the Certificate Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.24. [Remainder of this page intentionally left blank]5.21.