Common use of The Servicer Not to Resign Clause in Contracts

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (a) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (b) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02. 139

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s its determination that (a) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (b) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder longer permissible under Applicable Lawapplicable law. No such resignation shall become effective until the Trustee or a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.0210.02 hereof. 139If the Trustee is unable within sixty (60) days of the date of such determination to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer hereunder.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s good faith determination in consultation with legal counsel that (ai) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (bii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. No In connection with any such determination permitting the resignation shall become effective until a Replacement of the Servicer, the Servicer shall have assumed deliver to the responsibilities Administrative Agent and obligations the Borrower a description of the Servicer in accordance with Section 6.02. 139circumstances giving rise to such determination.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (a) the performance of its duties hereunder is or becomes impermissible under Applicable Law (as determined by the Servicer in consultation with nationally recognized counsel experienced in such matters) and (b) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with ARTICLE XII THE AGENTS Section 6.02. 13912.01

The Servicer Not to Resign. The Servicer shall not -------------------------- resign from the obligations and duties hereby imposed on it except upon the Servicer’s its determination that (a) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (b) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder longer permissible under Applicable Lawapplicable law. No such resignation shall become effective until the Trustee or a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.0210.02 hereof. 139If the Trustee is unable within sixty (60) days of the date of such determination to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer hereunder. (S) 8.06

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the ServicerService’s determination that (a) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (b) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02. 139.

The Servicer Not to Resign. The Except as specifically -------------------------- authorized pursuant to Section 6.02 above, the Servicer shall not resign from the obligations and duties hereby imposed on it it, except upon the Servicer’s determination that (a) the performance of its duties hereunder is are no longer permissible under applicable law or becomes impermissible under Applicable Law and (b) there is no reasonable action that are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer could take shall be evidenced by an Opinion of Counsel to make such effect delivered to the performance of its duties hereunder permissible under Applicable LawTrustee. No such resignation shall become effective until the Trustee or a Replacement Servicer successor servicer shall have assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 6.02. 1397.05 hereof.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon a determination by the Servicer’s determination Servicer that (ai) the performance of its duties hereunder is or becomes impermissible no longer permissible under Applicable Law applicable law and (bii) there is no reasonable action that which the Servicer could take to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. No such resignation shall become effective until the Trustee or a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02. 13910.02

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the Servicer’s determination that (ai) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (bii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. No such resignation shall become effective until , (b) Massachusetts Mutual Life Insurance Company, as initial Servicer hereunder, may resign as Servicer upon prior notice to the other parties hereto upon the selection of a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02. 139Replacement

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon the Servicer’s determination that (ai) the performance of its duties hereunder is or becomes will become impermissible under Applicable Law applicable law, regulation or order and (bii) there is no reasonable action that which the Servicer could take to make the performance of its duties hereunder hereun- der permissible under Applicable Lawapplicable law, regulation or order. No Any such resignation shall become effective until a Replacement Servicer shall have assumed determination permitting the responsibilities and obligations of the Servicer in accordance with Section 6.02. 139resignation

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ai) the performance of its duties hereunder is or becomes impermissible no longer permissible under Applicable Requirements of Law (other than the charter and by-laws of the Servicer) and (bii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable such Requirements of Law. No such Any determination permitting the resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. 139No resignation shall