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

Company and Master Servicer Not to Resign. Subject to the provisions of Section 6.02, neither the Master Servicer nor the Company shall resign from its respective 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 which cannot be cured without unreasonable cost, as evidenced by an Opinion of Counsel to such effect delivered to the Trustee or (ii) with respect to the Master Servicer, upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is, in the reasonable judgment of the Trustee, acceptable; and (b) each Rating Agency shall have confirmed in writing that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Certificates; 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 Trustee, shall have assumed the Master Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. 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.