Common use of Master Servicer Not to Resign; Assignment Clause in Contracts

Master Servicer Not to Resign; Assignment. (a) The Master 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 Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master 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 Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer is willing to service the Contracts and enters into a servicing agreement with the Issuer Trust and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and Trustee, the Indenture Trustee and the Insurer and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes and the Certificates assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new 68 74 servicer acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer is willing to service the Contracts and enters into a servicing agreement with the Issuer Trust and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and Trustee, the Indenture Trustee and the Insurer and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes and the Certificates assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07.

Master Servicer Not to Resign; Assignment. (a) The Master 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 Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master 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 Owner Trustee and the Indenture 60 Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer is willing to service the Contracts and enters into a servicing agreement with the Issuer Trust and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and Trustee, the Indenture Trustee and the Insurer and (ii) the each Rating Agency Condition has been satisfied. No confirms that the selection of such resignation shall affect new servicer will not result in the obligation qualification, reduction or withdrawal of the Master Servicer to repurchase Contracts pursuant to Section 4.07.its then-current rating of each Class of

Master Servicer Not to Resign; Assignment. (a) The Master 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 Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master 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 Owner Trustee and the Indenture 63 Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer is willing to service the Contracts and enters into a servicing agreement with the Issuer and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and Trustee, the Indenture Trustee and the Insurer and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07.

Master Servicer Not to Resign; Assignment. (a) The Master 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 Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master 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 Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer is willing to service the Contracts and enters into a servicing agreement with the Issuer Trust and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and Trustee, the Indenture Trustee and the Insurer and (ii) the each Rating Agency Condition has been satisfied. No confirms that the selection of such resignation shall affect new servicer will not result in the obligation qualification, reduction or withdrawal of the Master Servicer to repurchase Contracts pursuant to Section 4.07.its then-current rating of each Class of Notes and the