Common use of Administrator Not to Resign Clause in Contracts

Administrator Not to Resign. Subject to the provisions of Section 7.02, the Administrator 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 Administrator so causing such a conflict being of a type and nature carried on by the Administrator or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Administrator has proposed a successor administrator to the 1996-RHS4 LLC and the Indenture Trustee in writing and such proposed successor administrator is reasonably acceptable to the 1996-RHS4 LLC, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the 1996-RHS4 LLC, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor administrator stating that the proposed appointment of such successor administrator as Administrator hereunder will not result in the reduction or withdrawal of the then current rating of the Securities, if determined without regard to the Credit Enhancement Instrument; and (c) such proposed successor administrator is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the 1996-RHS4 LLC and the Indenture Trustee.