Common use of Depositor, Servicer and Special Servicer Not to Resign Clause in Contracts

Depositor, Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, none of the Depositor, the Servicer and the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except upon (a) determination that such party's duties hereunder are no longer permissible under applicable law or (b) in the case of the Servicer, upon the appointment of, and the acceptance of such appointment by, a successor Servicer and receipt by the Trustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, withdraw or qualify any of the ratings assigned by such Rating Agency to any Class of Certificates. Only the Servicer shall be permitted to resign pursuant to clause (b) above. Any such determination permitting the resignation of the Depositor, the Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. Notwithstanding anything set forth herein to the contrary, The Chase Manhattan Bank may transfer and assign its rights and obligations hereunder to an affiliate of The Chase Manhattan Bank, provided, that The Chase Manhattan Bank receives written confirmation from each Rating Agency that such assignment will not, in and of itself, cause the downgrading, withdrawal or qualification of any of the ratings on any Class of Certificates then-rated by the Rating Agencies. No such resignation by the Servicer or the Special Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's or Special Servicer's, as applicable, responsibilities and obligations in accordance with Section 7.02.