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 12.17. (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 12.13(b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreement and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreement and this Indenture.

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 12.1712.9 . (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 12.13(b12.5 (b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreement and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreement and this Indenture.

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 the Indenture would cause it to be in violation of such legal requirements in a manner which that 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. No such resignation shall become effective unless and until a new industry qualified servicer acceptable to the Company Buyer is willing to service the Contracts and enters into a servicing agreement with the Company Buyer 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 IndentureAgreement. No such resignation shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.17. (b) the Servicing Agreement. 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 the Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.13(b), SECTION 5(O) and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreement and this IndentureAgreement, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreement and this IndentureAgreement.

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 12.173.7. (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 12.13(b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreement and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreement and this Indenture.Servicer

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 12.17. (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 12.13(b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreement and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreement and this Indenture.