Common use of Servicer Resignation Clause in Contracts

Servicer Resignation. The Servicer shall not resign from the obligations and duties imposed on it under the Pooling and Servicing Agreement, except (a) upon appointment of a successor servicer and receipt by the Trustee of a letter from each applicable Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of any rated Certificates or (b) upon determination by the Servicer's Board of Directors that the performance of its duties under the Pooling and Servicing Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by a resolution of its Board of Directors and an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02 hereof.

Servicer Resignation. The Servicer shall not resign from the obligations and duties imposed on it under the Pooling and Servicing Agreement, except (a) upon appointment of a successor servicer and receipt by the Trustee of a letter from each applicable Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of any rated Certificates or (b) upon determination by the Servicer's its Board of Directors that the performance of its duties under the Pooling and Servicing Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by a resolution of its Board of Directors and an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02 hereof.