Common use of Master Servicer Not to Resign Clause in Contracts

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer 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 (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditionscondition: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 67.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer 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 (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer 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 (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Company, the Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Company, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsBonds without taking into account the Bond Insurance Policy; and (c) such proposed successor servicer is acceptable to the Bond Insurer, as evidenced by a letter to the Company and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.

Master Servicer Not to Resign. (a) Subject to the provisions of Section 5.027.03, the Master Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Master Servicer except (i) upon a determination that the performance of its obligations or duties hereunder are under this Agreement shall no longer be permissible under applicable law or (ii) in the event of the appointment of a successor Master Servicer, upon satisfaction of the following conditions: Rating Agency Condition. (ab) Notice of any determination that the performance by the Master Servicer has proposed a successor servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Company Rating Agencies, the Owner Trustee and the Indenture Trustee 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 proposed successor servicer is reasonably acceptable determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Master Servicer to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Owner Trustee and the Indenture Trustee prior to the appointment concurrently with or promptly after such notice. No resignation of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such a successor servicer or, in Master Servicer acceptable to the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Controlling Party shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor of the Master Servicer in accordance with Section 8.03. If no Master Servicer has been appointed in accordance with Section 6within 30 days of resignation or removal, the Controlling Party may petition any court of competent jurisdiction for such appointment.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditionscondition: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 67.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on upon it except (ia) upon a 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 other activities carried on by it or any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or such Affiliate at the date of this Agreement or (iib) upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor master servicer to the Company Issuer and the Indenture Trustee in writing writing, and such proposed successor master servicer is reasonably shall be acceptable to the Company Issuer and the Indenture Trustee; and (bii) each Rating Agency Agency, after prior notice thereto, shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer and the Indenture Trustee prior to the appointment of the such proposed successor master servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will would not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bondsa Rating Event; PROVIDED, HOWEVERprovided, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 67.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer 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 (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Company, the Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Company, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsBonds without taking into account the Bond Insurance Policy; PROVIDEDand (c) such proposed successor servicer is acceptable to the Bond Insurer, HOWEVERas evidenced by a letter to the Company and the Indenture Trustee; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer 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 (any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee) or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsNotes; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on upon it except (ia) upon a 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 other activities carried on by it or any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or such Affiliate at the date of this Agreement or (iib) upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor master servicer to the Company Issuer and the Indenture Trustee in writing writing, and such proposed successor master servicer is shall be reasonably acceptable to the Company Issuer and the Indenture Trustee; and (bii) each Rating Agency Agency, after prior notice thereto, shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer and the Indenture Trustee prior to the appointment of the such proposed successor master servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will would not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bondsa Rating Event; PROVIDED, HOWEVERprovided, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 67.

Master Servicer Not to Resign. Subject to the provisions of ----------------------------- Section 5.026.02, the Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on upon it except (ia) upon a 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 other activities carried on by it or any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or such Affiliate at the date of this Agreement or (iib) upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor master servicer to the Company Issuer and the Indenture Trustee in writing writing, and such proposed successor master servicer is shall be reasonably acceptable to the Company Issuer and the Indenture Trustee; (ii) the Enhancer shall have consented to such resignation and (biii) each no Rating Agency Agency, after prior notice thereto, shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer and the Indenture Trustee prior to the appointment of the such proposed successor master servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not would result in a Rating Event, determined without regard to the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsPolicy; PROVIDED, HOWEVERprovided, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 67.