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

Master Servicer and Special Servicer Not to Resign. Neither the Master Servicer nor the Special Servicer shall resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement. Any such determination permitting the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee. No such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party hereunder. Consistent with the foregoing, neither the Master Servicer nor the Special Servicer shall, except as expressly provided herein, assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to the Master Servicer or the Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor.

Master Servicer and Special Servicer Not to Resign. Neither Subject to the provisions of Section 6.02, neither the Master Servicer nor the Special Servicer shall resign from the their respective obligations and duties hereby imposed on it, each of them except upon (a) determination that its such party's duties hereunder are no longer permissible under applicable law or are (b) in material conflict by reason of applicable law with any other activities carried on by it, the other activities case of the Master Servicer or the Special Servicer, as upon the case may beappointment of, so causing and the acceptance of such appointment by, a conflict being successor Master Servicer and receipt by the Trustee of a type written confirmation from each applicable Rating Agency that such resignation and nature carried on appointment will not cause such Rating Agency to downgrade, withdraw or qualify any of the then current ratings assigned by such Rating Agency to any Class of Certificates or any class of Companion Loan Securities. Only the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreementshall be permitted to resign pursuant to clause (b) above. Any such determination permitting the resignation of the Master Servicer or the Special Servicer, as applicable, Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect which shall be delivered to the TrusteeTrustee and the Directing Certificateholder. No such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee or other a successor Master Servicer or successor Special Servicer, as applicable, shall have assumed the Master Servicer's or Special Servicer's, as applicable, responsibilities and obligations of the resigning party hereunderin accordance with Section 7.02. Consistent with the foregoing, neither the Master Servicer nor the Special Servicer shall, except as expressly provided herein, assign Upon any termination or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties resignation of the Master Servicer or the Special Servicer are transferred to a successor theretohereunder, the entire amount of compensation payable to the Master Servicer or shall have the Special Servicerright and opportunity to appoint any successor Master Servicer with respect to this Section 6.04; provided that such successor Master Servicer is approved by the Directing Certificateholder, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall approval not to be payable to such successorunreasonably withheld.

Master Servicer and Special Servicer Not to Resign. Neither Subject to the provisions of Section 6.02, neither the Master Servicer nor the Special Servicer shall resign from the their respective obligations and duties hereby imposed on it, each of them except upon (a) determination that its such party's duties hereunder are no longer permissible under applicable law or are (b) in material conflict by reason of applicable law with any other activities carried on by it, the other activities case of the Master Servicer or the Special Servicer, as upon the case may beappointment of, so causing and the acceptance of such appointment by, a conflict being successor Master Servicer and receipt by the Trustee of a type written confirmation from each applicable Rating Agency that such resignation and nature carried on appointment will not cause such Rating Agency to downgrade, withdraw or qualify any of the then-current ratings assigned by such Rating Agency to any Class of Certificates or any class of Companion Loan Securities. Only the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreementshall be permitted to resign pursuant to clause (b) above. Any such determination permitting the resignation of the Master Servicer or the Special Servicer, as applicable, Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect which shall be delivered to the TrusteeTrustee and the Directing Certificateholder. No such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee or other a successor Master Servicer or successor Special Servicer, as applicable, shall have assumed the Master Servicer's or Special Servicer's, as applicable, responsibilities and obligations of the resigning party hereunderin accordance with Section 7.02. Consistent with the foregoing, neither the Master Servicer nor the Special Servicer shall, except as expressly provided herein, assign Upon any termination or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties resignation of the Master Servicer or the Special Servicer are transferred to a successor theretohereunder, the entire amount of compensation payable to the Master Servicer or shall have the Special Servicerright and opportunity to appoint any successor Master Servicer with respect to this Section 6.04; provided that such successor Master Servicer is approved by the Directing Certificateholder, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall approval not to be payable to such successorunreasonably withheld.

Master Servicer and Special Servicer Not to Resign. Neither the Master Servicer nor the Special Servicer shall be permitted to resign from the obligations and duties hereby imposed on it, except upon determination that its such obligations and duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement. Any such determination of the nature described in the preceding sentence permitting the resignation of the Master Servicer or the Special Servicer, as applicablethe case may be, shall be evidenced by an Opinion of Counsel to such effect which shall be rendered by Independent counsel, be addressed and delivered to the TrusteeTrustee and the Rating Agencies and be paid for by the resigning party. No such resignation for either reason shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party hereunder. Consistent with the foregoing, neither the Master Servicer nor the Special Servicer shallshall be permitted, except as expressly provided herein, to assign or transfer any of its rights, benefits or privileges hereunder to any other Person Person, or delegate to, to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, then, subject to Section 3.11 and Section 3.22, the entire amount of compensation payable to the Master Servicer or the Special Servicer, as the case may be, that accrues pursuant hereto from and accrued after the date of such transfer shall thereafter be payable to such successor.

Master Servicer and Special Servicer Not to Resign. Neither Subject to the provisions of Section 6.02, neither the Master Servicer nor the Special Servicer shall resign from the their respective obligations and duties hereby imposed on it, each of them except upon (a) a determination that its such party's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement) or (b) upon the appointment of, and the acceptance of such appointment by, a successor Master Servicer or Special Servicer, as applicable, 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 then-current ratings assigned by such Rating Agency to any Class of Certificates. Any such determination permitting the resignation of the Master Servicer or the Special Servicer, as applicable, Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (the cost of which, together with any other expenses of such resignation, shall be at the expense of the resigning party) to such effect which shall be delivered to the Trustee. No such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee or other a successor Master Servicer shall have assumed the Master Servicer's or Special Servicer's, as applicable, responsibilities and obligations of the resigning party hereunder. Consistent in accordance with the foregoingSection 7.02; provided that, neither the Master Servicer nor the Special Servicer shallif no successor master servicer or special servicer, except as expressly provided hereinapplicable, assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to shall have been so appointed and have accepted appointment within 90 days after the Master Servicer or the Special Servicer, as the case may be, that accrues pursuant hereto from and after the date has given notice of such transfer shall be payable to such successorresignation, the resigning Master Servicer or Special Servicer, as applicable, may petition any court of competent jurisdiction for the appointment of a successor thereto.

Master Servicer and Special Servicer Not to Resign. Neither the The Master Servicer nor and the Special Servicer shall may each resign from the obligations and duties hereby imposed on it, except upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement). Any such determination permitting requiring the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee. No Unless applicable law requires the Master Servicer's or the Special Servicer's (as the case may be) resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party hereunderin accordance with Section 6.06 or Section 7.02 hereof; provided that, if no successor master servicer or special servicer, as applicable, shall have been so appointed and have accepted appointment within 90 days after the Master Servicer or Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as applicable, may petition any court of competent jurisdiction for the appointment of a successor master servicer or special servicer, as applicable. Consistent In addition, the Master Servicer and the Special Servicer shall each have the right to resign at any other time provided that (i) a willing successor thereto (including any such successor proposed by the resigning party) acceptable to the Depositor has been found, (ii) each of the Rating Agencies confirms in writing that the successor's appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (iii) the foregoingresigning party pays all costs and expenses in connection with such transfer, neither and (iv) the successor accepts appointment prior to the effectiveness of such resignation. Neither the Master Servicer nor the Special Servicer shall, shall be permitted to resign except as contemplated above in this Section 6.04. Consistent with the foregoing, none of the Master Servicer or the Special Servicer shall (except in connection with any resignation thereby permitted pursuant to the prior paragraph or as otherwise expressly provided herein, including the provisions of Section 3.22 and/or Section 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to the Master Servicer or the Special Servicer, Servicer as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor.

Master Servicer and Special Servicer Not to Resign. Neither the Master Servicer nor the Special Servicer (subject to Section 5.06) shall resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement. Any such determination permitting the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party hereunder. Notwithstanding the foregoing, each of the Master Servicer and the Special Servicer may assign or transfer all of the obligations and duties imposed on it by this Agreement, and allot its rights, benefits or privileges hereunder, to an Affiliate upon its delivery to the Owner Trustee and the Indenture Trustee of written confirmation from each Rating Agency that such a transfer and assignment will not result in the down-grading, qualification or withdrawal of its then-current rating of any Class of Bonds. Consistent with the foregoing, neither the Master Servicer nor the Special Servicer shall, except as expressly provided herein, assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, to or subcontract with, or authorize or appoint appoint, any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to the Master Servicer or the Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor.