Common use of Limitation on Resignation of Servicer Clause in Contracts

Limitation on Resignation of Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer’s responsibilities, duties, liabilities and obligations hereunder. If the Servicer resigns for any of the foregoing reasons and the Trustee is unwilling or unable to assume responsibility for the Servicer’s duties under this Agreement, the Trustee may take action to appoint a successor servicer in accordance with Section 7.02 hereof.

Limitation on Resignation of Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer’s 's responsibilities, duties, liabilities and obligations hereunder. If the Servicer resigns for any of the foregoing reasons and the Trustee is unwilling or unable to assume responsibility for the Servicer’s 's duties under this Agreement, the Trustee may take action to appoint a successor servicer in accordance with Section 7.02 hereof.

Limitation on Resignation of Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer and receipt by the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates or Certificates, without regard to the guaranty provided by the Policies, (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) by mutual consent of the Servicer, the Trustee and the Trust Administrator. Any such determination under clause (b) permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeTrustee and the Trust Administrator and in form and substance acceptable to the Trustee and the Trust Administrator. No such resignation shall become effective until the Trustee Trust Administrator or a successor servicer shall have assumed the Servicer’s 's responsibilities, duties, liabilities and obligations hereunder. If the Servicer resigns for any of the foregoing reasons and the Trustee is unwilling or unable to assume responsibility for the Servicer’s duties under this Agreement, the Trustee may take action to appoint a successor servicer in accordance with Section 7.02 hereof.

Limitation on Resignation of Servicer. The Purchaser has entered into this Purchase Agreement with the Servicer in reliance upon the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. The Servicer shall not resign from the obligations and duties hereby imposed on it as to each Mortgage Loan except (a) upon appointment of a successor servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading consent of the rating of any of Swap Counterparty or upon the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot reasonably be cured by the Servicer. Any Notice of any such determination under clause (b) permitting the resignation of the Servicer shall be delivered to each Rating Agency and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteePurchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer’s responsibilities, duties, liabilities responsibilities and obligations hereunder. If hereunder in the Servicer resigns for any of the foregoing reasons and the Trustee is unwilling or unable manner provided in Section 12.1 hereof, subject to assume responsibility for the Servicer’s duties under this Agreement, the Trustee may take action to appoint a successor servicer in accordance with Section 7.02 hereofRating Agency Confirmation.