Common use of Limitation on Resignation and Assignment by Servicer Clause in Contracts

Limitation on Resignation and Assignment by Servicer. (a) The Master Servicer has entered into this Agreement with the Servicer, and subsequent permitted purchasers or transferees pursuant to the Pass-Through Transfer will purchase the Receivables, in reliance upon the representations as to the adequacy of Servicer's servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign this Agreement or its the servicing or custodial obligations hereunder, nor delegate its rights or duties hereunder or any portion hereof. (b) The Servicer shall not resign from the obligations and duties hereby imposed on it, except by mutual consent of the Servicer and the Master Servicer or upon the determination that its duties hereunder are no longer permissible under Applicable Law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No resignation under this Section 8.04 shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder in the manner provided in Section 12.01, unless the Servicer is prohibited by Applicable Law from serving as Servicer, in which instance the Master Servicer shall immediately designate a successor Servicer.

Limitation on Resignation and Assignment by Servicer. (a) The Master Servicer has entered into this Agreement with the Servicer, and subsequent permitted purchasers or transferees pursuant to the Pass-Through Transfer will purchase the Receivables, in reliance upon the representations as to the adequacy of Servicer's servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign this Agreement or its the servicing hereunder or custodial obligations hereunder, nor delegate its rights or duties hereunder or any portion hereof. hereof (b) The to other than a third party in the case of outsourcing routine tasks such as taxes, insurance and property inspection, in which case the Servicer shall not resign from be fully liable for such tasks as if the obligations and duties hereby imposed on it, except by mutual Servicer performed them itself) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Servicer Trustee and the Master Servicer Servicer, which consent shall be granted or withheld in the reasonable discretion of such parties; or upon the determination that its the Servicer's duties hereunder are no longer permissible under Applicable Law applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer, which opinion shall be in form and substance acceptable to the Trustee and the Master Servicer. No such resignation under this Section 8.04 or assignment shall become effective until a successor shall have has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 16. Notwithstanding the manner provided in Section 12.01foregoing, unless the Servicer is prohibited by Applicable Law from serving as Servicer, in which instance may assign its rights and obligations hereunder without prior written consent of the Trustee and the Master Servicer to any entity that is directly owned or controlled by the Servicer, and the Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the Servicer, the Servicer shall immediately designate provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the Servicer's obligations under the Agreement.

Limitation on Resignation and Assignment by Servicer. (a) The Master Servicer has Trust on behalf of the TRS Sub-Trust and UBS have entered into this Agreement with the TRS Servicer and the TRS Sub-Trust and UBS will purchase the Mortgage Loans in reliance upon the independent status of the TRS Servicer, and subsequent permitted purchasers or transferees pursuant to the Pass-Through Transfer will purchase the Receivables, in reliance upon the representations as to the adequacy of Servicer's its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the TRS Servicer shall neither assign this Agreement or its the servicing hereunder or custodial obligations hereunder, nor delegate its rights or duties hereunder or any portion hereof. hereof (bto other than a sub servicer) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of UBS, which consent shall not be unreasonably withheld. The TRS Servicer shall not resign from the obligations and duties hereby imposed on it, it except by mutual consent of the Servicer TRS Servicer, the TRS Sub-Trust and the Master Servicer UBS or upon the determination that its duties hereunder are no longer permissible under Applicable Law applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master TRS Servicer. No such resignation under this Section 8.04 shall become effective until a successor shall have assumed the TRS Servicer's ’s responsibilities and obligations hereunder in the manner provided in Section 12.01, unless the Servicer is prohibited by Applicable Law from serving as Servicer, in which instance the Master Servicer shall immediately designate a successor Servicer10.01.

Limitation on Resignation and Assignment by Servicer. (a) The Master Servicer Owner has entered into this Agreement with the Servicer in reliance upon the independent status of the Servicer, and subsequent permitted purchasers or transferees pursuant to the Pass-Through Transfer will purchase the Receivables, in reliance upon the representations as to the adequacy of Servicer's its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign this Agreement or its the servicing rights hereunder or custodial obligations hereunder, nor delegate its rights or duties hereunder (other than pursuant to Sections 4.01 and 4.25) or any portion hereof. (b) hereof or sell or otherwise dispose of all of its property or assets without the prior written consent of the Owner and the Administrator. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except by mutual consent of the Servicer Servicer, the Owner and the Master Servicer Administrator or upon the determination that its duties hereunder are no longer permissible under Applicable Law applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel (from external counsel) to such effect delivered to the Master ServicerOwner and the Administrator which Opinion of Counsel shall be in form and substance acceptable to the Owner and the Administrator. No such resignation under this Section 8.04 shall become effective until a successor shall have assumed the Servicer's ’s responsibilities and obligations hereunder in the manner provided in Section 12.01, unless the Servicer is prohibited by Applicable Law from serving as Servicer, in which instance the Master Servicer shall immediately designate a successor Servicer.

Limitation on Resignation and Assignment by Servicer. (a) The Master Servicer has entered into this Agreement with the Servicer, and subsequent permitted purchasers or transferees pursuant to the Pass-Through Transfer will purchase the Receivables, in reliance upon the representations as to the adequacy of Servicer's servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign this Agreement or its the servicing hereunder or custodial obligations hereunder, nor delegate its rights or duties hereunder or any portion hereofhereof (to other than a third party in the case of outsourcing routine tasks such as taxes, insurance and property inspection, in which case the Servicer shall be fully liable for such tasks as if the Servicer performed them itself) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Trustee and the Master Servicer, which consent shall be granted or withheld in the reasonable discretion of such parties, provided, however, that the Servicer may assign its rights and obligations hereunder without prior written consent of the Trustee and the Master Servicer to any entity that is directly owned or controlled by the Servicer, and the Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the Servicer, the Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity’s performance of the Servicer’s obligations under the Agreement. 35. Subsection 13.01 (Events of Default) is hereby amended by: (a) changing any reference to “Purchaser” to “Master Servicer” (b) The Servicer shall not resign from adding the obligations and duties hereby imposed on it, except by mutual consent words “within the applicable cure period” after the word “remedied” in the second line of the second paragraph; and (c) amending subclause (g) to read as follows: “the Servicer at any time is neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and the Master Servicer or upon has not terminated the determination that its duties hereunder are no longer permissible under Applicable Law rights and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation obligations of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No resignation under this Section 8.04 shall become effective until a successor shall have assumed the Servicer's responsibilities Agreement and obligations hereunder in the manner provided in Section 12.01, unless replaced the Servicer is prohibited by Applicable Law from serving as Servicer, in which instance with a Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the Master Servicer shall immediately designate a successor Servicerabsence of such approval;”.