Common use of Limitation on Resignation and Assignment by the Servicer Clause in Contracts

Limitation on Resignation and Assignment by the Servicer. The Purchaser has entered into this 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 any Eligible Loan except by consent of the Required Banks and the Required Noteholders, the Swap Counterparties, the Collateral Agent and the holders of a majority in principal amount of all Series of Certificates or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot reasonably be cured by the Servicer. Notice of any such determination permitting the resignation of the Servicer shall be delivered to each Rating Agency and any such determination shall evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in Section 12.1 hereof, subject to Rating Agency Confirmation.

Limitation on Resignation and Assignment by the Servicer. The Purchaser has entered into this 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 any Eligible Loan except by consent of the Required Banks and the Required Noteholders, the Swap Counterparties, the Collateral Agent and the holders of a majority in principal amount of all Series of Certificates or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot reasonably be cured by the Servicer. Notice of any such determination permitting the resignation of the Servicer shall be delivered to each Rating Agency and any such determination shall evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer’s 's responsibilities and obligations hereunder in the manner provided in Section SECTION 12.1 hereof, subject to Rating Agency Confirmation.

Limitation on Resignation and Assignment by the Servicer. The Purchaser has Agent and the Principals have entered into this Agreement and the other Transaction Documents to which they are a party with the Servicer Company, as 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 any Eligible Mortgage Loan except by consent of the Required Banks Principals and the Required Noteholders, the Swap Counterparties, the Collateral Agent and the holders of a majority in principal amount of all Series of Certificates or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot reasonably be cured by the Servicer. Notice of any such determination permitting the resignation of the Servicer shall be delivered to the Agent and each Rating Agency Bank Principal and any such determination shall evidenced by an Opinion of Counsel to such effect delivered to the Purchaser Agent (on behalf of the Principals) which Opinion of Counsel shall be in form and substance acceptable to the PurchaserAgent. No such resignation shall become effective until a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in Section 12.1 hereof, subject to Rating Agency Confirmation.