Common use of Servicer and Back-up Servicer Not to Resign Clause in Contracts

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, and the Note Insurer does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Insurer, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, and the Note Insurer does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Insurer, the Demand Note Provider, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, and the Note Insurer does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Insurer, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; providedPROVIDED, howeverHOWEVER, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, and [the Note Insurer Insurer] does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, [the Note Insurer, ,] and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer [and the Note Insurer Insurer] concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity [acceptable to the Note Insurer Insurer] shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.35.02, neither the Servicer nor the Back-up Servicer may shall resign from the obligations and duties hereby imposed on it by this Servicing Agreement as Servicer or Back-up Servicer, as the case may be, under this Agreement Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Servicing Agreement would cause it to be in violation of such legal requirements in a manner which would result in have a material adverse effect on the Servicer or the Back-up Servicer, as the case may be, and the Note Insurer does not elect to waive the obligations of the Servicer or the Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any Any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, Servicer shall be communicated evidenced by an opinion of counsel to such effect delivered and acceptable to the TransferorIssuer, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Insurer, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with or promptly after such noticeInsurer. No such resignation of the Servicer shall become effective until a successor servicer the Back-up Servicer or an entity acceptable to the Insurer (if no Insurer Default shall have occurred and be continuing) shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicableServicer. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of in the event a successor Back-up Servicer is not appointed within 60 days after the Back-up Servicer within 120 days has given notice of its resignation and has provided the resignation opinion of the Back-up Servicercounsel required by this Section 5.09, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicerits removal.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.3Sections 14.01 and 14.02 hereof, as applicable, neither the Servicer nor the Back-up Servicer may shall resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Back-up Servicer, as the case may berespectively, under this Agreement except upon a 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 Servicer or the Back-up Servicer, as the case may be, and the Note Insurer Majority Controlling Noteholders does not (i) elect in its absolute discretion to waive the obligations of the Servicer or the Back-up Servicer, as the case may be, to perform the duties which that render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of (ii) allow in its absolute discretion the Servicer or the Back-up Servicer, as the case may be, to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or the Back-up Servicer shall be communicated evidenced by an Opinion of Counsel as to the Transferorlegal requirements that would be violated, delivered to the Owner Trustee and the Indenture Trustee. No resignation of the Servicer shall become effective until the Back-up Servicer or an entity acceptable to the Majority Controlling Noteholders, or a successor Servicer that is an Eligible Servicer shall have assumed the Trust Collateral Agent, responsibilities and obligations of the Issuer, the Note Insurer, and each Rating Agency 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 determination by Servicer. No resignation of the Servicer or the Back-up Servicer shall relieve the Servicer or the Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel any liability to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with which it has previously become subject under this Agreement or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicerany Basic Document.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.37.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, and the Note Certificate Insurer does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the TransferorDepositor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Certificate Insurer, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the TransferorDepositor, the Indenture Trustee, the Trust Collateral Agent, the Issuer Trustee and the Note Certificate Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.Section

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.35.02, neither the Servicer nor the Back-up Servicer may shall resign from the obligations and duties hereby imposed on it by this Servicing Agreement as Servicer or Back-up Servicer, as the case may be, under this Agreement Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Servicing Agreement would cause it to be in violation of such legal requirements in a manner which would result in have a material adverse effect on the Servicer or the Back-up Servicer, as the case may be, and the Note Insurer Surety Bond Provider does not elect to waive the obligations of the Servicer or the Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any Any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Insurer, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to and satisfactory acceptable to the TransferorDebtor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with or promptly after such noticeSurety Bond Provider. No such resignation of the Servicer shall become effective until a successor servicer the Back-up Servicer or an entity acceptable to the Surety Bond Provider shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicableServicer. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer Surety Bond Provider shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of in the event a successor Back-up Servicer is not appointed within 60 days after the Back-up Servicer within 120 days has given notice of its resignation and has provided the resignation opinion of the Back-up Servicercounsel required by this Section 5.08, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicerits removal.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, and the Note Insurer does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Insurer, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall 52 be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; providedPROVIDED, howeverHOWEVER, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, and [the Note Insurer Insurer] does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, [the Note Insurer, ,] and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer [and the Note Insurer Insurer] concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC Triad Corp in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity [acceptable to the Note Insurer Insurer] shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.37.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, [and the Note Insurer Certificate Insurer] does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the TransferorDepositor, the Indenture Trustee, [the Trust Collateral Agent, the Issuer, the Note Certificate Insurer, ,] and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the TransferorDepositor, the Indenture Trustee, the Trust Collateral Agent, the Issuer Trustee [and the Note Insurer Certificate Insurer] concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 8.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to [the Note Insurer Certificate Insurer] shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 60 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.37.3, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or Back-up Servicer, as the case may be, and the Note Certificate Insurer does not elect to waive the obligations of the Servicer or Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, shall be communicated to the TransferorDepositor, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Certificate Insurer, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the TransferorDepositor, the Indenture Trustee, the Trust Collateral Agent, the Issuer Trustee and the Note Certificate Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 8.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Certificate Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; providedPROVIDED, howeverHOWEVER, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 60 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicer.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.32.03, neither the Servicer nor the Back-up Servicer may resign from the obligations and duties hereby imposed on it as Servicer or Back-up Servicer, as the case may be, under this Agreement except 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 Servicer or the Back-up Servicer, as the case may be, and the Note Insurer Controlling Party does not elect to waive the obligations of the Servicer or the Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer or the Back-up Servicer, as the case may be, as a result of a determination as set forth in the immediately preceding sentence shall be communicated to the TransferorIssuer, the Indenture Trustee, the Trust Collateral Agent, the Issuer, Rating Agencies and the Note Insurer, and each Rating Agency Insurer at the earliest practicable time but in no event later than two (2) Business Days following knowledge thereof (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and reasonably satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer Controlling Party concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer Servicer acceptable to the Controlling Party shall have assumed the responsibilities and obligations of LBAC such Servicer in accordance with Section 9.2 and the Servicing Assumption 5.02 of this Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity reasonably acceptable to the Note Insurer Controlling Party shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 30 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up ServicerServicer acceptable to the Controlling Party.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.3Sections 14.01 and 14.02 hereof, as applicable, neither the Servicer nor the Back-up Servicer may shall resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Back-up Servicer, as the case may berespectively, under this Agreement except upon a 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 Servicer or the Back-up Servicer, as the case may be, and the Note Insurer (so long as the Insurer is the Controlling Party) does not or the Majority Noteholders (in the event that the Insurer ceases to be the Controlling Party) do not (i) elect in its or their absolute discretion to waive the obligations of the Servicer or the Back-up Servicer, as the case may be, to perform the duties which that render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of (ii) allow in its or their absolute discretion the Servicer or the Back-up Servicer, as the case may be, to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or the Back-up Servicer shall be communicated evidenced by an Opinion of Counsel as to the Transferorlegal requirements that would be violated, delivered to the Owner Trustee, the Indenture TrusteeTrustee and the Insurer. No resignation of the Servicer shall become effective until the Back-up Servicer or an entity acceptable to the Insurer (so long as the Insurer is the Controlling Party) shall have assumed the responsibilities and obligations of the Servicer, or, in the Trust Collateral Agentevent that the Insurer ceases to be the Controlling Party, until the Issuer, Back-up Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the Note Insurer, responsibilities and each Rating Agency at obligations of the earliest practicable time Servicer. No resignation of the Servicer shall become effective until the Back-up Servicer or an entity acceptable to the Insurer (and, if such communication so long as the Insurer is not in writing, the Controlling Party) shall be confirmed in writing at have assumed the earliest practicable time) responsibilities and any such determination by obligations of the Servicer. No resignation of the Servicer or the Back-up Servicer shall relieve the Servicer or the Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel any liability to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with which it has previously become subject under this Agreement or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicable. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of the Back-up Servicer within 120 days of the resignation of the Back-up Servicer, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicerany Basic Document.

Servicer and Back-up Servicer Not to Resign. Subject to the provisions of Section 8.35.02, neither the Servicer nor the Back-up Servicer may shall resign from the obligations and duties hereby imposed on it by this Servicing Agreement as Servicer or Back-up Servicer, as the case may be, under this Agreement Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Servicing Agreement would cause it to be in violation of such legal requirements in a manner which would result in have a material adverse effect on the Servicer or the Back-up Servicer, as the case may be, and the Note Insurer does not elect to waive the obligations of the Servicer or the Back-up Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any Any such determination permitting the resignation of the Servicer or Back-up Servicer, as the case may be, Servicer shall be communicated evidenced by an opinion of counsel to such effect delivered and acceptable to the TransferorIssuer, the Indenture Trustee, the Trust Collateral Agent, the Issuer, the Note Insurer, and each Rating Agency 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 determination by the Servicer or Back-up Servicer, as the case may be, shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral Agent, the Issuer and the Note Insurer concurrently with or promptly after such noticeInsurer. No such resignation of the Servicer shall become effective until a successor servicer the Back-up Servicer or an entity acceptable to the Insurer shall have assumed the responsibilities and obligations of LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement, if applicableServicer. No such resignation of the Back-up Servicer shall become effective until an entity acceptable to the Note Insurer shall have assumed the responsibilities and obligations of the Back-up Servicer; provided, however, that if no such entity shall have assumed such responsibilities and obligations of in the event a successor Back-up Servicer is not appointed within 60 days after the Back-up Servicer within 120 days has given notice of its resignation and has provided the resignation opinion of the Back-up Servicercounsel required by this Section 5.08, the Back-up Servicer may petition a court of competent jurisdiction for the appointment of a successor to the Back-up Servicerits removal.