Common use of The Servicer Not to Resign; Assignment Clause in Contracts

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it unless, by reason of change in applicable legal requirements, the continued performance by the Servicer of its duties under this Indenture would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition. No such resignation shall become effective unless and until a new industry qualified servicer acceptable to the Company is willing to service the Contracts and enters into a servicing agreement with the Company in form and substance substantially similar to the Servicing Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the Trustee, the obligations and duties of the Servicer arising under this Indenture. No such resignation shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.9. (b) The Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements and this Indenture. (c) For a period of 90 days after the occurrence of any Subsidiary Payment Default (as hereinafter defined), the Trustee shall have the right to remove the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used in this Section 12.7(c), the term "Subsidiary Payment Default" shall mean any default in the payment of principal and interest on any other Asset-Backed Securities (as hereinafter defined) issued (i) by an entity owned or controlled by Transition Leasing or any affiliate of Transition Leasing and formed for the purpose of issuing Asset-Backed Securities, (ii) in connection with the same business plan as that of the Company and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), the term "Asset-Backed Securities" means securities that provide a stated rate of return to holders of such securities and that are primarily paid, as to both return of investment and return on investment, by the cash flow from the collateral securing such payment obligations.

The Servicer Not to Resign; Assignment. (a) The Owner has entered into this Agreement with the Servicer in reliance upon the status of the Servicer as a mortgage servicer, and 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. Therefore, the Servicer shall not assign this Agreement or the servicing responsibilities hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Owner, which consent shall not be unreasonably withheld by the Owner. (b) The Servicer shall not resign from the obligations and duties and obligations hereby imposed on it unlessexcept upon (i) the appointment of a successor Servicer in the manner provided in Section 7.01, by reason of change in or (ii) the determination that its duties hereunder are no longer permissible under applicable legal requirements, the continued performance law and such incapacity cannot be cured by the Servicer Servicer. Any such determination permitting the resignation of its duties under this Indenture would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition. No shall be evidenced by an Opinion of Counsel to such resignation shall become effective unless and until a new industry qualified servicer acceptable effect delivered to the Company is willing to service the Contracts and enters into a servicing agreement with the Company Owner, which Opinion of Counsel shall be in form and substance substantially similar acceptable to the Servicing Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the Trustee, the obligations and duties of the Servicer arising under this Indenture. No such resignation shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.9. (b) The Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements and this IndentureOwner. (c) For Without in any way limiting the generality of this Section 5.03, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof (to other than a period Subservicer) or sell or otherwise dispose of 90 days after all or substantially all of its property or assets, without the occurrence prior written consent of any Subsidiary Payment Default (as hereinafter defined)the Owner, then the Trustee Owner shall have the right to remove terminate this Agreement upon notice given as set forth in Section 6.01, without any payment of any penalty or damages and without any liability whatsoever to the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used or any third party. (d) Except as provided in this Section 12.7(c)5.03 or Sections 4.02 or 6.01 hereof, the term "Subsidiary Payment Default" shall mean any default in the payment of principal duties and interest on any other Asset-Backed Securities (as hereinafter defined) issued (i) by an entity owned or controlled by Transition Leasing or any affiliate of Transition Leasing and formed for the purpose of issuing Asset-Backed Securities, (ii) in connection with the same business plan as that obligations of the Company Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 7.02 hereof, and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), shall survive the term "Asset-Backed Securities" means securities that provide a stated rate of return to holders of such securities and that are primarily paid, as to both return of investment and return on investment, exercise by the cash flow from Owner of any right or remedy under this Agreement or the collateral securing such payment obligationsenforcement by the Owner of this Agreement.

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it unless, except upon determination by its Board of Directors that by reason of change in applicable legal requirements, requirements the continued performance by the Servicer of its duties under this Indenture Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Trustee, to such effect. No such resignation shall become effective unless and until (i) the Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a new industry qualified servicer acceptable to the Company Trustee and the Insurer is willing to service the Contracts and Contracts, enters into a servicing agreement with the Company Trustee in form and substance substantially similar to the Servicing this Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the TrusteeTrustee and the Insurer, and each Rating Agency confirms that the obligations and duties selection of such new servicer will not result in the reduction or withdrawal of the Servicer arising under this Indenturerating of the Certificates assigned to them by such Rating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.93.7. (b) The Except as specifically permitted hereunder, the Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b7.2(b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements and this Indenture. (c) For a period of 90 days after the occurrence of any Subsidiary Payment Default Except as provided in Sections 7.4(a) and (as hereinafter definedb), the Trustee duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 10.1, and shall survive the exercise by the Trustee or the Insurer of any right to remove or remedy under this Agreement, or the enforcement by the Trustee, any Certificateholder or the Insurer of any provision of the Certificates, the Insurance Agreement or this Agreement. (d) The resignation of the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used in accordance with this Section 12.7(c), 7.4 shall not affect the term "Subsidiary Payment Default" shall mean any default in the payment of principal and interest on any other Asset-Backed Securities (as hereinafter defined) issued (i) by an entity owned or controlled by Transition Leasing or any affiliate of Transition Leasing and formed for the purpose of issuing Asset-Backed Securities, (ii) in connection with the same business plan as that rights of the Company and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), the term "Asset-Backed Securities" means securities that provide a stated rate of return to holders of such securities and that are primarily paid, as to both return of investment and return on investment, by the cash flow from the collateral securing such payment obligationsSeller hereunder.

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it unless, by reason of change in applicable legal requirements, the continued performance by the Servicer of its duties under this Indenture would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition. No such resignation shall become effective unless and until a new industry qualified servicer acceptable to the Company is willing to service the Contracts and enters into a servicing agreement with the Company in form and substance substantially similar to the Servicing Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the Trustee, the obligations and duties of the Servicer arising under this Indenture. No such resignation shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.9. (b) The Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements and this Indenture. (c) For a period of 90 days after the occurrence of any Subsidiary Payment Default (as hereinafter defined), the Trustee shall have the right to remove the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used in this Section 12.7(c), the term "Subsidiary Payment Default" shall mean any default in the payment of principal and interest on any other Asset-Backed Securities (as hereinafter defined) issued (i) by an entity owned or controlled by Transition Leasing or any affiliate of Transition Leasing and formed for the purpose of issuing Asset-Backed Securities, (ii) in connection with the same business plan as that of the Company and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), the term "Asset-Backed Securities" means securities that provide a stated rate of return to holders of such securities and that are primarily paid, as to both return of investment and return on investment, by the cash flow from the collateral securing such payment obligations.hereinafter

The Servicer Not to Resign; Assignment. (a) The Issuer has entered into this Agreement with the Servicer in reliance upon the status of the Servicer as a mortgage servicer, and 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. Therefore, the Servicer shall not assign this Agreement or the servicing responsibilities hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Issuer and the Trustee, which consent shall not be unreasonably withheld by the Issuer or the Trustee. (b) The Servicer shall not resign from the obligations and duties and obligations hereby imposed on it unless, by reason except upon (i) the appointment of change a successor Servicer in applicable legal requirements, the continued performance manner provided in Section 7.01 and receipt by the Servicer Trustee of a letter from each Rating Agency that such resignation and appointment shall not result in the withdrawal, qualification or downgrading of the ratings then assigned to the Securities, or (ii) the determination that its duties hereunder are no longer permissible under this Indenture would cause it to applicable law and such incapacity cannot be in violation cured by the Servicer. Any such determination permitting the resignation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition. No shall be evidenced by an Opinion of Counsel to such resignation shall become effective unless and until a new industry qualified servicer acceptable effect delivered to the Company is willing to service Issuer and the Contracts and enters into a servicing agreement with the Company Trustee, which Opinion of Counsel shall be in form and substance substantially similar acceptable to the Servicing Agreement Issuer and assumes, pursuant to a written instrument reasonably satisfactory to the Trustee, the obligations and duties of the Servicer arising under this Indenture. No such resignation shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.9. (b) The Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements and this Indenture. (c) For Without in any way limiting the generality of this Section 5.03, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof (to other than a period Subservicer) or sell or otherwise dispose of 90 days after all or substantially all of its property or assets, without the occurrence prior written consent of any Subsidiary Payment Default (as hereinafter defined)the Issuer and the Trustee, then the Issuer or the Trustee shall have the right to remove terminate this Agreement upon notice given as set forth in Section 6.01, without any payment of any penalty or damages and without any liability whatsoever to the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used or any third party. (d) Except as provided in this Section 12.7(c)5.03 or Sections 4.02 or 6.01 hereof, the term "Subsidiary Payment Default" duties and obligations of the Servicer under this Agreement shall mean continue until this Agreement shall have been terminated as provided in Section 7.02 hereof, and shall survive the exercise by the Issuer or the Trustee of any default in right or remedy under this Agreement or the payment of principal and interest on any other Asset-Backed Securities (as hereinafter defined) issued (i) enforcement by an entity owned or controlled by Transition Leasing the Issuer, the Trustee or any affiliate Holder of Transition Leasing and formed for any provision of the purpose of issuing Asset-Backed Indenture, or the Securities, (ii) in connection with or the same business plan as that of the Company and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), the term "Asset-Backed Securities" means securities that provide a stated rate of return to holders of such securities and that are primarily paid, as to both return of investment and return on investment, enforcement by the cash flow from the collateral securing such payment obligationsIssuer or Trustee of this Agreement.

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it unless, by reason of change in applicable legal requirements, the continued performance by the Servicer of its duties under this Indenture would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition. No such resignation shall become effective unless and until a new industry qualified servicer acceptable to the Company is willing to service the Contracts and enters into a servicing agreement with the Company in form and substance substantially similar to the Servicing Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the Trustee, the obligations and duties of the Servicer arising under this Indenture. No such resignation shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.912.9 . (b) The Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements Agreement and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements Agreement and this Indenture. (c) For a period of 90 days after the occurrence of any Subsidiary Payment Default (as hereinafter defined), the Trustee shall have the right to remove the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used in this Section 12.7(c), the term "Subsidiary Payment Default" shall mean any default in the payment of principal and interest on any other Asset-Backed backed Securities (as hereinafter defined) issued (i) by an entity owned or controlled by Transition Leasing or any affiliate of Transition Leasing and formed for the purpose of issuing Asset-Backed Securities, (ii) in connection with the same business plan as that of the Company and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), the term "Asset-Backed Securities" means securities that provide a stated rate of return to holders of such securities and that are primarily paid, as to both return of investment and return on investment, by the cash flow from the collateral securing such payment obligations.

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it unless, except upon determination by its Board of Directors that by reason of change in applicable legal requirements, requirements the continued performance by the Servicer of its duties under this Indenture Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Trustee, to such effect (subject to Section 8.2 hereof). No such resignation shall become effective unless and until (i) the Back-up Servicer assumes all of the Servicer's obligations under this Agreement or (ii) a new industry qualified servicer acceptable to the Company Trustee with the consultation of the Insurer is willing to service the Contracts and Contracts, enters into a servicing agreement with the Company Trustee in form and substance substantially similar to the Servicing this Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the TrusteeTrustee and the Insurer, and the obligations and duties rating agency or agencies that rated the Certificates confirm that the selection of such new servicer will not result in the reduction or withdrawal of the Servicer arising under this Indenturerating of the Certificates assigned to them by such rating agency or, if the Certificates are rated by more than one rating agency, each such rating agency. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.93.7. (b) The Except as specifically permitted hereunder, the Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b7.2(b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements and this Indenture. (c) For a period of 90 days after the occurrence of any Subsidiary Payment Default Except as provided in Sections 7.4(a) and (as hereinafter definedb), the Trustee duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 10.1, and shall survive the exercise by the Trustee or the Insurer of any right to remove or remedy under this Agreement, or the enforcement by the Trustee, any Certificateholder or the Insurer of any provision of the Certificates, the Insurance Agreement or this Agreement. (d) The resignation of the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used in accordance with this Section 12.7(c), 7.4 shall not affect the term "Subsidiary Payment Default" shall mean any default in the payment of principal and interest on any other Asset-Backed Securities (as hereinafter defined) issued (i) by an entity owned or controlled by Transition Leasing or any affiliate of Transition Leasing and formed for the purpose of issuing Asset-Backed Securities, (ii) in connection with the same business plan as that rights of the Company and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), the term "Asset-Backed Securities" means securities that provide a stated rate of return to holders of such securities and that are primarily paid, as to both return of investment and return on investment, by the cash flow from the collateral securing such payment obligationsSeller hereunder.

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it unless, except upon determination by its Board of Directors that by reason of change in applicable legal requirements, requirements the continued performance by the Servicer of its duties under this Indenture Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Trustee, to such effect (subject to Section 8.2 hereof). No such resignation shall become effective unless and until (i) the Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a new industry qualified servicer acceptable to the Company Trustee and the Insurer is willing to service the Contracts and Contracts, enters into a servicing agreement with the Company Trustee in form and substance substantially similar to the Servicing this Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the TrusteeTrustee and the Insurer, and the obligations and duties rating agency or agencies that rated the Certificates confirm that the selection of such new servicer will not result in the reduction or withdrawal of the Servicer arising under this Indenturerating of the Certificates assigned to them by such rating agency or, if the Certificates are rated by more than one rating agency, each such rating agency. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.93.7. (b) The Except as specifically permitted hereunder, the Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b7.2(b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements and this Indenture. (c) For a period of 90 days after the occurrence of any Subsidiary Payment Default Except as provided in Sections 7.4(a) and (as hereinafter definedb), the Trustee duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 10.1, and shall survive the exercise by the Trustee or the Insurer of any right to remove or remedy under this Agreement, or the enforcement by the Trustee, any Certificateholder or the Insurer of any provision of the Certificates, the Insurance Agreement or this Agreement. (d) The resignation of the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used in accordance with this Section 12.7(c), 7.4 shall not affect the term "Subsidiary Payment Default" shall mean any default in the payment of principal and interest on any other Asset-Backed Securities (as hereinafter defined) issued (i) by an entity owned or controlled by Transition Leasing or any affiliate of Transition Leasing and formed for the purpose of issuing Asset-Backed Securities, (ii) in connection with the same business plan as that rights of the Company and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), the term "Asset-Backed Securities" means securities that provide a stated rate of return to holders of such securities and that are primarily paid, as to both return of investment and return on investment, by the cash flow from the collateral securing such payment obligationsSeller hereunder.