Common use of Limitation on Resignation of the Master Servicer Clause in Contracts

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any such determination permitting the resignation of the Master Servicer to be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any law. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any such determination permitting the resignation of the Master Servicer to be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any such determination permitting the resignation of the Master Servicer to be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect effect), where such letter from each Rating Agency and Opinion of Counsel are obtained by the Master Servicer at its expense and delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any law. Any such determination described in (b) above permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a another successor master servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunder.under this Agreement. Fremont [200___-___] Pooling & Servicing Agreement 147

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer, the Swap Administrator and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (any ii) with the written consent of the Trustee and the Trust Administrator and written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of the Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any law. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.. 103

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any law. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer reasonably acceptable to the Certificate Insurer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the (i) appointment of by the Depositor or the Trustee or a successor servicer that is reasonably acceptable to the Trustee and upon that meets the criteria set forth in Section 7.03 for a successor Master Sxxxxxxx and (ii) receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon a determination that its duties hereunder are no longer permissible under applicable law and the satisfaction of the conditions specified in clause (any a)(i) above. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and the Insurer upon receipt by the Trustee of a letter from each the Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates (without regard to the Policy) or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any appli cable law. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee)Trustee and the Insurer. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer and the Trustee) that 139 such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement. Any resignation or removal of the initial Master Servicer will result in the removal of the initial Trust Administrator.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a withdrawal or downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any and cannot be cured. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer, the Swap Administrator and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any law. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.. 151

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any law. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law (any law. Any such determination permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee). No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.. 109

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, not result in a downgrading downgrading, qualification or withdrawal of the rating of any of the Certificates (without regard to the Class A-6 Policy) or (b) upon determination that its duties hereunder under this Agreement are no longer permissible under applicable law (any law. Any such determination under clause (b) permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee)Trustee and the Class A-6 Insurer. No such resignation shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunderunder this Agreement.

Limitation on Resignation of the Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable law or (any ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of the Class A-1A Certificates and Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer to shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the Trustee)Trustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.