Common use of ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN Clause in Contracts

ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual written consent of the Master Servicer, the Transferor[, the Certificate Insurer] and the Trustee or upon the determination that the Master Servicer's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Master Servicer without the incurrence [, in the reasonable judgment of the Certificate Insurer,] of unreasonable expense. Any such determination that the Master Servicer's duties hereunder are no longer permissible under applicable law permitting the resignation of the Master Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Master Servicer) to such effect delivered to the Trustee, the Transferor, the Depositor [and the Certificate Insurer]. No such resignation shall become effective until the Trustee or another successor appointed in accordance with the terms of this Agreement has assumed the Master Servicer's responsibilities and obligations hereunder in accordance with Section 7.2. The Master Servicer shall provide the Trustee, _______ and _______ [and the Certificate Insurer] with 30 days prior written notice of its intention to resign pursuant to this Section 5.23. [Remainder of this page intentionally left blank]

ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Master Servicer, the Transferor[, the Certificate Insurer] Insurer and the Trustee or upon the determination that the Master Servicer's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Master Servicer without the incurrence [incurring, in the reasonable judgment of the Certificate Insurer,] of , unreasonable expense. Any such determination that the Master Servicer's duties hereunder are no longer permissible under applicable law permitting the resignation of the Master Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Master Servicer) to such effect delivered to the Trustee, the TransferorSeller, the Depositor [Company and the Certificate Insurer]. No such resignation shall become effective until the Trustee or another a successor appointed in accordance with the terms of this Agreement has assumed the Master Servicer's responsibilities and obligations hereunder in accordance with Section 7.27.02. The Master Servicer shall provide the Trustee, _______ and _______ [the Rating Agencies and the Certificate Insurer] Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.23. [Remainder of this page intentionally left blank]5.24.

ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Master Servicer, the Transferor[, the Certificate Insurer] Insurer and the Trustee or upon the determination that the Master Servicer's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Master Servicer without the incurrence [incurring, in the reasonable judgment of the Certificate Insurer,] of , unreasonable expense. Any such determination that the Master Servicer's duties hereunder are no longer permissible under applicable law permitting the resignation of the Master Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Master Servicer) to such effect delivered to the Trustee, the TransferorSeller, the Depositor [Company and the Certificate Insurer]. No such resignation shall become effective until the Trustee or another a successor appointed in accordance with the terms of this Agreement has assumed the Master Servicer's responsibilities and obligations hereunder in accordance with Section 7.27.02. The Master Servicer shall provide the Trustee, _______ and _______ [the Rating Agencies and the Certificate Insurer] Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.23. [Remainder In the event the Master Servicer wishes to resign from its obligations hereunder, the Holder of this page intentionally left blank]the Class R-II Certificates shall have the right to select a new Master Servicer, with the consent of the Certificate Insurer and the Rating Agencies.

ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Master Servicer, the Transferor[, the Certificate Insurer] Insurer and the Trustee or upon the determination that the Master Servicer's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Master Servicer without the incurrence [incurring, in the reasonable judgment of the Certificate Insurer,] of , unreasonable expense. Any such determination that the Master Servicer's duties hereunder are no longer permissible under applicable law permitting the resignation of the Master Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Master Servicer) to such effect delivered to the Trustee, the TransferorSeller, the Depositor [Company and the Certificate Insurer]. No such resignation shall become effective until the Trustee or another a successor appointed in accordance with the terms of this Agreement has assumed the Master Servicer's responsibilities and obligations hereunder in accordance with Section 7.27.02. The Master Servicer shall provide the Trustee, _______ and _______ [the Rating Agencies and the Certificate Insurer] Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.235.24. [Remainder In the event the Master Servicer wishes to resign from its obligations hereunder, the Holder of this page intentionally left blank]the Class R-II Certificates shall have the right to select a new Master Servicer, with the consent of the Certificate Insurer and the Rating Agencies.

ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual written consent of the Master Servicer, the Transferor[, the Certificate Insurer] and the Trustee or upon the determination that the Master Servicer's ’s duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Master Servicer without the incurrence [, in the reasonable judgment of the Certificate Insurer,] of unreasonable expense. Any such determination that the Master Servicer's ’s duties hereunder are no longer permissible under applicable law permitting the resignation of the Master Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Master Servicer) to such effect delivered to the Trustee, the Transferor, the Depositor [and the Certificate Insurer]. No such resignation shall become effective until the Trustee or another successor appointed in accordance with the terms of this Agreement has assumed the Master Servicer's ’s responsibilities and obligations hereunder in accordance with Section 7.2. The Master Servicer shall provide the Trustee, __________ and __________ [and the Certificate Insurer] with 30 days prior written notice of its intention to resign pursuant to this Section 5.23. [Remainder of this page intentionally left blank].

ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Master Servicer, the Transferor[, the Certificate Insurer] Insurer and the Trustee or upon the determination that the Master Servicer's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Master Servicer without the incurrence [incurring, in the reasonable judgment of the Certificate Insurer,] of , unreasonable expense. Any such determination that the Master Servicer's duties hereunder are no longer permissible under applicable law permitting the resignation of the Master Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Master Servicer) to such effect delivered to the Trustee, the Transferor, the Depositor [and the Certificate Insurer]. No such resignation shall become effective until the Trustee or another a successor appointed in accordance with the terms of this Agreement has assumed the Master Servicer's responsibilities and obligations hereunder in accordance with Section 7.27.02. The Master Servicer shall provide the Trustee, _______ and _______ [the Rating Agencies and the Certificate Insurer] Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.23. [Remainder of this page intentionally left blank]5.24.

ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it except by mutual written consent of the Master Servicer, the Transferor[, the Certificate Insurer] Insurer and the Trustee or upon the determination that the Master Servicer's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Master Servicer without the incurrence [incurrence, in the reasonable judgment of the Certificate Insurer,] , of unreasonable expense. Any such determination that the Master Servicer's duties hereunder are no longer permissible under applicable law permitting the resignation of the Master Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Master Servicer) to such effect delivered to the Trustee, the Transferor, the Depositor [and the Certificate Insurer]. No such resignation shall become effective until the Trustee or another successor appointed in accordance with the terms of this Agreement has assumed the Master Servicer's responsibilities and obligations hereunder in accordance with Section 7.2. The Master Servicer shall provide the Trustee, _______ Xxxxx'x and _______ [S&P and the Certificate Insurer] Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 5.23. [Remainder of this page intentionally left blank]

ASSIGNMENT OF AGREEMENT BY MASTER SERVICER; MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this Agreement nor or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Master Servicer, the Transferor[, the Certificate Insurer] and the Trustee or upon the determination that the Master Servicer's duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Master Servicer without the incurrence [, in the reasonable judgment of the Certificate Insurer,] of incurring unreasonable expense. Any such determination that the Master Servicer's duties hereunder are no longer permissible under applicable law permitting the resignation of the Master Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel for the Master Servicer) to such effect delivered to the Trustee, the Transferor, the Depositor [Seller and the Certificate Insurer]Company. No such resignation shall become effective until the Trustee or another a successor appointed in accordance with the terms of this Agreement has assumed the Master Servicer's responsibilities and obligations hereunder in accordance with Section 7.27.02. The Master Servicer shall provide the Trustee, _______ and _______ [Trustee and the Certificate Insurer] Rating Agencies with 30 days prior written notice of its intention to resign pursuant to this Section 5.23. [Remainder of this page intentionally left blank]5.22.