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 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. 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. No resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor master servicer 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 duties and obligations and duties hereby imposed on it except (i) with the consent of the Rating Agencies or (ii) upon determination by its Board of Directors that by reason of a change in applicable legal requirements the continued performance by the Master Servicer of its duties under this Agreement 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. Any such Servicer or its financial condition, said determination permitting the resignation of the Master Servicer by reason of a change in such legal requirements shall to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect delivered effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Indenture Owner Trustee. No resignation of the Master Servicer shall become effective until , the Indenture Trustee or and the Insurer is willing to service the Contracts and enters into a successor master servicer shall have assumed servicing agreement with the Master Servicer's servicing responsibilities Trust and obligations the Insurer in accordance with Section 10.02.form

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 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. 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. No resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor master servicer shall have assumed the Master Servicer's servicing responsibilities and obligations in accordance with Section 10.028.02.