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 obligations and duties hereby imposed on it except (i) with the consent of the Securities Insurer and the Rating Agencies or (ii) upon determination that by reason of a change in legal requirements the performance of its duties under this Agreement 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 and the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) does not elect to waive the obligations of the Master Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Master Servicer by reason of a change in such legal requirements shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Indenture Trustee and the Securities Insurer (unless a Securities Insurer Default shall have occurred and be continuing). No resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor master servicer acceptable to the Securities Insurer shall have assumed the Master Servicer's servicing responsibilities and obligations in accordance with Section 10.02.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) with the consent of the Securities Insurer and the Rating Agencies or (ii) upon determination that by reason of a change in legal requirements the performance of its duties under this Agreement 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 and the Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) does not elect to waive the obligations of the Master Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Master Servicer by reason of a change in such legal requirements shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Indenture Trustee and the Securities Insurer (unless a Securities Insurer Default shall have occurred and be continuing). No resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor master servicer acceptable to the Securities Insurer shall have assumed the Master Servicer's servicing responsibilities and obligations in accordance with Section 10.02.