Common use of Servicer Not to Resign Clause in Contracts

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 30 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant PHH Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant PHH Mortgage's ’s Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant PHH Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant PHH Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, planplant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. thereof Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the written approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 30 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage The Servicer shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any upon determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgagelaw. Any such determination pursuant to the preceding sentence permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof the Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect obtained at the expense of the Servicer and delivered to the PurchaserTrustee. No resignation of the Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Servicer’s responsibilities, which opinion duties, liabilities (other than those liabilities arising prior to the appointment of counsel such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, however, no Sub-Servicer shall be in form a third-party beneficiary hereunder and substance reasonably acceptable the parties hereto shall not be required to the Purchaserrecognize any Subservicer as an indemnitee under this Agreement.

Servicer Not to Resign. With respect to the retention by Cendant PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant PHH Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant PHH Mortgage's Independent ’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with in the approval case of a partial or complete assignment of the Purchaser, such approval not servicing rights to be unreasonably withheldone or more servicers that are Fxxxxx Mxx- or Fxxxxxx Mac-approved, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant PHH Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant PHH Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage The Servicer shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any upon determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgagelaw. Any such determination pursuant to the preceding sentence permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof the Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect obtained at the expense of the Servicer and delivered to the PurchaserTrustee. No resignation of the Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities, which opinion duties, liabilities (other than those liabilities arising prior to the assumption of counsel servicing duties by the Trustee or the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, however, no Sub-Servicer shall be in form a third-party beneficiary hereunder and substance reasonably acceptable the parties hereto shall not be required to the Purchaserrecognize any Subservicer as an indemnitee under this Agreement.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, planplant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the written approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 30 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant PHH Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant PHH Mortgage's Independent independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval consent of the Purchaser, such approval Purchaser (which consent shall not to be unreasonably withheld), or (ii) 3 Business Days following any upon determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant PHH Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant PHH Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser. No such resignation or assignment shall become effective until a successor has assumed the Servicer's responsibilities and obligations hereunder in accordance with Subsection 12.01.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage The Servicer shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any upon determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgagelaw. Any such determination pursuant to the preceding sentence permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof the Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect obtained at the expense of the Servicer and delivered to the PurchaserTrustee. No resignation of the Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities, which opinion duties, liabilities (other than those liabilities arising prior to the appointment of counsel such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, however, no Sub-Servicer shall be in form a third-party beneficiary hereunder and substance reasonably acceptable the parties hereto shall not be required to the Purchaserrecognize any Subservicer as an indemnitee under this Agreement.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage PHH of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage PHH acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's PHH’s Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage PHH shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant MortgagePHH. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage PHH under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser. No such resignation or assignment shall become effective until a successor has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Subsection 12.01.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage Servicer of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's ’s Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Purchaser, which opinion Opinion of counsel Counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser. No such resignation or assignment shall become effective until a successor has assumed the Servicer's responsibilities and obligations hereunder in accordance with Subsection 12.01.

Servicer Not to Resign. With respect to the retention by Cendant PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant PHH Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant PHH Mortgage's ’s Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant PHH Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant PHH Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.. ARTICLE X

Servicer Not to Resign. With respect to the retention by Cendant PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant PHH Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant PHH Mortgage's Independent ’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with in the approval case of a partial or complete assignment of the Purchaser, such approval not servicing rights to be unreasonably withheldone or more servicers that are Xxxxxx Xxx- or Xxxxxxx Mac-approved, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant MortgagePHH Mortgage under subsection (ii) hereof. Any determination permitting the transfer of the servicing rights or the resignation of Cendant PHH Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably 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.

Servicer Not to Resign. With respect to the retention by Cendant PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant PHH Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant PHH Mortgage's Independent ’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with upon the approval written consent of the Purchaser, such approval which consent shall not to be unreasonably withheldwithheld in the case of a partial or complete assignment of the servicing rights to one or more servicers that are Xxxxxx Xxx- or Xxxxxxx Mac-approved, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant PHH Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant PHH Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, planplant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the written approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 30 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection SUBSECTION (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant PHH Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant PHH Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant PHH Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant PHH Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage Seller of the servicing of the Mortgage Revolving Credit Loans and the REO Properties hereunder, Cendant Mortgage Seller acknowledges that the Purchaser has acted in reliance upon Cendant MortgageSeller's Independent independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage Seller shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with 120 days written notice to Purchaser and the written approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant MortgageSeller. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage Seller under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant PHH Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant PHH Mortgage's Independent ’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with in the approval case of a partial or complete assignment of the Purchaser, such approval not servicing rights to be unreasonably withheldone or more servicers that are Xxxxxx Xxx- or Xxxxxxx Mac-approved, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant PHH Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant PHH Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.. ARTICLE X:

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 30 Business Days following any determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection SUBSECTION (ii) hereof shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser.

Servicer Not to Resign. With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage Neither Servicer shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval not to be unreasonably withheld, or (ii) 3 Business Days following any upon determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Cendant Mortgagelaw. Any such determination pursuant to the preceding sentence permitting the transfer of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof either Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect obtained at the expense of the related Servicer and delivered to the PurchaserTrustee. No resignation of either Servicer shall become effective until the Trustee or a successor servicer shall have assumed the related Servicer's responsibilities, which opinion duties, liabilities (other than those liabilities arising prior to the appointment of counsel such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, no Sub-Servicer shall be in form a third-party beneficiary hereunder and substance reasonably acceptable the parties hereto shall not be required to the Purchaserrecognize any Sub-Servicer as an indemnitee under this Agreement.