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 except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties under this 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 servicer acceptable to the Trustee and the Insurer is willing to service the Contracts, enters into a servicing agreement with the Trustee in form and substance substantially similar to this Agreement and satisfactory to the Trustee and the Insurer, and the 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 rating 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 3.7.

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties under this 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)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 servicer acceptable to the Trustee and the Insurer is willing to service the Contracts, enters into a servicing agreement with the Trustee in form and substance substantially similar to this Agreement and satisfactory to the Trustee and the Insurer, and the rating agency or agencies that rated the Certificates confirm each Rating Agency confirms that the selection of such new servicer will not result in the reduction or withdrawal of the rating 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 agencyRating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 3.7.

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties under this 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 Back-up Servicer assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Trustee and with the consultation of the Insurer is willing to service the Contracts, enters into a servicing agreement with the Trustee in form and substance substantially similar to this Agreement and satisfactory to the Trustee and the Insurer, and the 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 rating 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 3.7.

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties under this 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 Back-up Servicer assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Trustee and with the consultation of the Insurer is willing to service the Contracts, enters into a servicing agreement with the Trustee in form and substance substantially similar to this Agreement and satisfactory to the Trustee and the Insurer, and the 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 rating 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 3.7.new