Common use of Company and Master Servicer Not to Resign Clause in Contracts

Company and Master Servicer Not to Resign. Except as ----------------------------------------- described in Section 8.02, neither the Company nor the Master Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company, the Master Servicer, the Certificate Insurer, the Surety, the Trustee and Holders of Certificates of each Class evidencing, as to such Class, Percentage Interests aggregating at least 662/3% unless the determination is made that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company or the Master Servicer. Any such determination permitting the resignation of the Company or the Master Servicer shall be evidenced by an Opinion of independent Counsel to such effect delivered to the Trustee, the Certificate Insurer and the Surety which Opinion of Counsel shall be in form and substance acceptable to the Trustee, the Certificate Insurer and the Surety. A copy of all consents and any Opinion of Counsel shall be promptly delivered to the Rating Agencies. Upon any such assignment or resignation, the Company, or the Master Servicer, as appropriate, shall send notice to all Certificateholders, the Certificate Insurer and the Surety of the effect of such assignment or resignation upon the then current rating of the class of Certificates by the Rating Agency whose rating on such class is then in effect. No such resignation shall become effective until a successor shall have assumed the Company's or the Master Servicer's responsibilities and obligations hereunder in the manner provided in Section 8.05. Any purported assignment or resignation which does not comply with the requirements of this Section shall be of no effect.