Common use of Seller Not to Resign Clause in Contracts

Seller Not to Resign. Subject to Section 13, the Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller, Terwin and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser and Terwin which Opinion of Counsel shall be in form and substance acceptable to the Purchaser and Terwin and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller's responsibilities and obligations hereunder in the manner provided in Section 17. Subject to Section 13, without in any way limiting the generality of this Section 14.04, in the event that the Seller either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Purchaser and Terwin, then the Purchaser and Terwin shall have the right to terminate this Agreement upon notice, without any payment of any penalty or damages and without any liability whatsoever to the Seller or any third party.

Seller Not to Resign. Subject to Section 13, the Seller shall not assign this Agreement or nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller, Terwin Seller and the Purchaser or upon the determination that its servicing Seller's duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicerSeller. Any such determination permitting the resignation of the Seller as servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser and Terwin which Opinion of Counsel shall be in form and substance acceptable to the Purchaser and Terwin and which shall be provided at the cost of the SellerPurchaser. No such resignation shall become effective until a successor shall have assumed the Seller's responsibilities and obligations hereunder in the manner provided in Section 1716.01. Subject to Section 13The Seller acknowledges that the Purchaser has acted in reliance upon the Seller's independent status, without the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 14.04Section, in the event that the Seller shall not either shall assign this Agreement or the servicing responsibilities hereunder or delegate its rights or duties hereunder or any portion thereof thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent approval of the Purchaser and TerwinPurchaser, then which consent will not be unreasonably withheld. Notwithstanding the Purchaser and Terwin foregoing, Seller shall have the right to terminate assign its rights under this Agreement upon noticeto Citigroup, without any payment of any penalty or damages and without any liability whatsoever to the Seller Inc. or any third party.subsidiary of Citigroup, Inc.

Seller Not to Resign. Subject to Section 13, the The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller, Terwin Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser and Terwin which Opinion of Counsel shall be in form and substance acceptable to the Purchaser and Terwin and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller's responsibilities and obligations hereunder in the manner provided in Section 1716.17. Subject to Section 13, without Without in any way limiting the generality of this Section 14.04, in the event that the Seller either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Purchaser and TerwinPurchaser, then the Purchaser and Terwin shall have the right to terminate this Agreement upon notice, without any payment of any penalty or damages and without any liability whatsoever to the Seller or any third party.