Administrator Not to Resign Clause Samples

Administrator Not to Resign. Subject to the provisions of Section 6.5, Trans-World Insurance Company shall not resign from the obligations and duties imposed on it as Administrator under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law or shall violate any final order of a court or administrative agency with jurisdiction over it or its properties. Notice of any such determination permitting resignation shall be communicated to the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider concurrently with or promptly after such notice. No such resignation shall become effective until the Indenture Trustee or a successor Administrator shall have assumed the responsibilities and obligations of TWIC in accordance with Section 8.2.

Administrator Not to Resign. Subject to the provisions of Section 2.2A, NELnet shall not resign from the obligations and duties imposed on it as Administrator under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law or shall violate any final order of a court or administrative agency with jurisdiction over it or its properties. Notice of any such determination permitting resignation shall be communicated to the Trustee and the Note Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an opinion of counsel to such effect delivered to the Trustee and the Note Insurer concurrently with or promptly after such notice. No such resignation shall become effective until the Trustee or a successor Administrator, with the consent of the Note Insurer, shall have assumed the responsibilities and obligations of NELnet in accordance with Section 2.6A.

Administrator Not to Resign. Subject to the provisions of Section 7.02, the Administrator shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Administrator so causing such a conflict being of a type and nature carried on by the Administrator or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Administrator has proposed a successor administrator to the 1996-RHS4 LLC and the Indenture Trustee in writing and such proposed successor administrator is reasonably acceptable to the 1996-RHS4 LLC, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the 1996-RHS4 LLC, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor administrator stating that the proposed appointment of such successor administrator as Administrator hereunder will not result in the reduction or withdrawal of the then current rating of the Securities, if determined without regard to the Credit Enhancement Instrument; and (c) such proposed successor administrator is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the 1996-RHS4 LLC and the Indenture Trustee.

Administrator Not to Resign. Except as permitted by Section 4.3 hereof, the Administrator shall not resign from its obligations and duties under this Agreement except (i) upon determination that the performance of its duties shall no longer be permissible under applicable law or (ii) upon satisfaction of the Rating Agency Condition, in the event of the appointment of a successor Administrator. Notice of any such determination permitting the resignation of the Administrator shall be communicated to the Issuer, the Owner Trustee, the Indenture Trustee, the Eligible Lender Trustee, the Depositor and the Rating Agencies at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination permitting the resignation of the Administrator shall be evidenced by an Opinion of Counsel to such effect delivered to the Issuer, the Owner Trustee, the Indenture Trustee, the Eligible Lender Trustee, the Depositor and the Rating Agencies concurrently with such notice. No such resignation shall become effective until a successor Administrator shall have assumed the responsibilities and obligations of the Administrator hereunder in accordance with Section 5.2 hereof.

Administrator Not to Resign. Subject to the provisions of Section 6.5, PNC Bank, National Association shall not resign from the obligations and duties imposed on it as Administrator under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law or shall violate any final order of a court or administrative agency with