Common use of Resignation Upon Prohibited Risk Retention Affiliation Clause in Contracts

Resignation Upon Prohibited Risk Retention Affiliation. As long as the applicable prohibition under the Risk Retention Rules or the Securities Act exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become a Risk Retention Affiliate of any Successor Third-Party Purchaser (an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice from any other party to this Agreement, a Successor Third-Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, (iii) an officer or manager of the Operating Advisor that is responsible for performing the duties of the Operating Advisor obtaining actual knowledge that it is or has become a Risk Retention Affiliate of any Successor Third-Party Purchaser, any Sponsor or any party to this Agreement other than itself or the Asset Representations Reviewer (an “Impermissible Operating Advisor Affiliate”) or (iv) an officer or manager of the Asset Representations Reviewer that is responsible for performing the duties of the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of any Successor Third-Party Purchaser or an affiliate of any Sponsor, any party to this Agreement other than itself or the Operating Advisor or any affiliate of the foregoing