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

Master Servicer Not to Resign; Assignment. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Owner Trustee, the Securities Insurer and Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an independent opinion of counsel to such effect delivered (at the expense of the Master Servicer) to the Owner Trustee, the Securities Insurer and the Indenture Trustee. No resignation of the Master Servicer shall become effective until a successor master servicer appointed by the Depositor and acceptable to the Rating Agencies, the Securities Insurer and the Indenture Trustee shall have assumed the Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Master 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 Master Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Master Servicer agrees to cooperate with any successor master servicer in effecting the transfer of the Master Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 9.04.

Master Servicer Not to Resign; Assignment. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Owner Trustee[, the Securities Insurer Insurer] and Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an independent opinion of counsel to such effect delivered (at the expense of the Master Servicer) to the Owner Trustee[, the Securities Insurer Insurer] and the Indenture Trustee. No resignation of the Master Servicer shall become effective until a successor master servicer appointed by the Depositor and acceptable to the Rating Agencies[, the Securities Insurer Insurer] and the Indenture Trustee shall have assumed the Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Master 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 Master Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Master Servicer agrees to cooperate with any successor master servicer in effecting the transfer of the Master Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 9.04.

Master Servicer Not to Resign; Assignment. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Owner Trustee[, the Securities Insurer Insurer] and Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an independent opinion of counsel to such effect delivered (at the expense of the Master Servicer) to the Owner Trustee[, the Securities Insurer Insurer] and the Indenture Trustee. No resignation of the Master Servicer shall become effective until a successor master servicer appointed by the Depositor and acceptable to the Rating Agencies[, the Securities Insurer Insurer] and the Indenture Trustee shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Master 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 Master Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. Notwithstanding anything to the contrary set forth herein, as a condition to the utilization of any Subservicer or Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122, the Master Servicer shall obtain from any such Subservicer or Subcontractor used by the Master Servicer for the benefit of the Depositor a written agreement from such Subservicer or Subcontractor (in form and substance satisfactory to the Depositor) to comply with the provisions of Sections 9.10 and 9.11 of this Agreement to the same extent as if such Subservicer or Subcontractor were the Master Servicer. The Master Servicer agrees to cooperate with any successor master servicer in effecting the transfer of the Master Servicer's ’s servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 9.04.

Master Servicer Not to Resign; Assignment. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Owner Trustee, the Securities Insurer and Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an independent opinion of counsel to such effect delivered (at the expense of the Master Servicer) to the Owner Trustee, the Securities Insurer and the Indenture Trustee. No resignation of the Master Servicer shall become effective until a successor master servicer appointed by the Depositor and acceptable to the Rating Agencies, the Securities Insurer and the Indenture Trustee shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Master 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 Master Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Master Servicer agrees to cooperate with any successor master servicer in effecting the transfer of the Master Servicer's ’s servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 9.04.

Master Servicer Not to Resign; Assignment. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Owner Trustee, the Securities Insurer and Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an independent opinion Opinion of counsel Counsel who is Independent to such effect delivered (at the expense of the Master Servicer) to the Owner Trustee, the Securities Insurer and the Indenture Trustee. No resignation of the Master Servicer shall become effective until a successor master servicer appointed by the Depositor and acceptable to the Rating Agencies, the Securities Insurer and the Indenture Trustee shall have assumed the Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Master 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 Master Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Master Servicer agrees to cooperate with any successor master servicer in effecting the transfer of the Master Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 9.04.