Common use of Master Servicer Not to Resign; Assignment Clause in Contracts

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board of directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreement, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Master Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or the Issuer shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the obligations and duties and obligations hereby imposed on it except (a) with the consent of the Owner Trustee, the Securities Insurer and Indenture Trustee or (b) upon determination by that its board duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of directors that by reason the preceding sentence permitting the resignation of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to shall be evidenced by a resolution an independent opinion of its board of directors counsel to such effect accompanied by an Opinion delivered (at the expense of Counsel, satisfactory the Master Servicer) to the Owner Trustee Trustee, the Securities Insurer and the Indenture Trustee, to such effect. No such resignation of the Master Servicer shall become effective unless until a successor master servicer appointed by the Depositor and until (i) a new servicer acceptable to the Owner Trustee Rating Agencies, the Securities Insurer and the Indenture Trustee is willing to service shall have assumed the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the Owner Trustee appointment of such successor) and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfiedobligations under this Agreement. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreementexpressly provided herein, the Master Servicer may shall not assign this Agreement or transfer any of its rights, powersbenefits or privileges hereunder to any other Person, duties or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations hereunder; provided that to be performed by the Master Servicer may assign this Agreement hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Master Servicer agrees to cooperate with any successor master servicer in connection with a consolidation, merger, conveyance, effecting the transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or Servicer's servicing responsibilities and rights hereunder pursuant to the Issuer shall have been terminated as provided by the terms first paragraph of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.079.04.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer is willing to service the Contracts and enters into a servicing agreement with the Issuer Trust and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and Trustee, the Indenture Trustee and the Insurer and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes and the Certificates assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreement, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that (i) the Master Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or the Issuer Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee, the Indenture Trustee or the Indenture Trustee Insurer of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or Trustee, any Certificateholder or Noteholder Noteholder, or the Insurer of any provision of the Notes, the Certificates Certificates, the Insurance Agreement or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board of directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture 60 Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreement, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Master Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or the Issuer shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new 68 74 servicer acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer is willing to service the Contracts and enters into a servicing agreement with the Issuer Trust and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and Trustee, the Indenture Trustee and the Insurer and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes and the Certificates assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreement, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that (i) the Master Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or the Issuer Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee, the Indenture Trustee or the Indenture Trustee Insurer of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or Trustee, any Certificateholder or Noteholder Noteholder, or the Insurer of any provision of the Notes, the Certificates Certificates, the Insurance Agreement or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the obligations and duties and obligations hereby imposed on it except (i) with the consent of the Securities Insurer and the Rating Agencies or (ii) upon determination by its board of directors that by reason of a change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) does not elect to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to waive the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation obligations of the Master Servicer to repurchase Contracts pursuant perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Indenture Trustee and the Securities Insurer (unless a Securities Insurer Default shall have occurred and be continuing). No resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor servicer acceptable to the Securities Insurer shall have assumed the Master Servicer's servicing responsibilities and obligations in accordance with Section 4.0710.02. (b) Except as specifically permitted in this AgreementNotwithstanding anything to the contrary herein, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or shall remain liable for all liabilities and obligations hereunder; provided that the incurred by it as Master Servicer may assign this Agreement hereunder prior to the time that any resignation or assignment referred to in connection with a consolidationsubsection (a) above or 96 101 termination under Section 10.01 becomes effective, merger, conveyance, transfer or lease made in compliance with including the obligation to indemnify the Indenture Trustee pursuant to Section 7.029.01(b) hereof. (c) Except as provided The Master Servicer agrees to cooperate with any successor Master Servicer in Sections 7.04(a) effecting the transfer of the Master Servicer's servicing responsibilities and rights hereunder pursuant to subsection (ba), including, without limitation, the duties transfer to such successor of all relevant records and obligations documents (including any Home Loan Files in the possession of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 and the Servicing Record) and all amounts credited to the Servicing Record or thereafter received with respect to the Issuer shall have been terminated as provided Loans and not otherwise permitted to be retained by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this SectionAgreement. In addition, the Master Servicer, at its appointment as custodian can be terminated pursuant sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to Section 3.07the successor Master Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities, including, without limitation, assisting in obtaining any necessary approval under Title I from the FHA.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the obligations and duties and obligations hereby imposed on it except (i) with the consent of the Rating Agencies or (ii) upon determination by its board of directors that by reason of a change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer. Any such determination permitting the resignation of the Master Servicer or its financial condition, said determination to by reason of a change in such legal requirements shall be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory Counsel to the Owner Trustee such effect delivered and acceptable to the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to shall become effective until the Indenture Trustee or a successor master servicer shall have assumed the Master Servicer's servicing responsibilities and obligations in accordance with Section 4.0710.02. (b) Except as specifically permitted in this AgreementNotwithstanding anything to the contrary herein, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or shall remain liable for all liabilities and obligations hereunder; provided that the incurred by it as Master Servicer may assign this Agreement hereunder prior to the time that any resignation or assignment referred to in connection with a consolidationsubsection (a) above or termination under Section 10.01 becomes effective, merger, conveyance, transfer or lease made in compliance with including the obligation to indemnify the Indenture Trustee pursuant to Section 7.029.01(b) hereof. (c) Except as provided The Master Servicer agrees to cooperate with any successor Master Servicer in Sections 7.04(a) effecting the transfer of the Master Servicer's servicing responsibilities and rights hereunder pursuant to subsection (ba), including, without limitation, the duties transfer to such successor of all relevant records and obligations documents (including any Home Loan Files in the possession of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 and the Servicing Record) and all amounts credited to the Servicing Record or thereafter received with respect to the Issuer shall have been terminated as provided Home Loans and not otherwise permitted to be retained by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this SectionAgreement. In addition, the Master Servicer, at its appointment as custodian can be terminated pursuant sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to Section 3.07the successor Master Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the obligations and duties and obligations hereby imposed on it except (i) with the consent of the Securities Insurer and the Rating Agencies or (ii) upon determination by its board of directors that by reason of a change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, Securities Insurer (so long as a Securities Insurer Default shall not have occurred and be continuing) does not elect to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to waive the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation obligations of the Master Servicer to repurchase Contracts pursuant perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Master Servicer by reason of a change in such legal requirements shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Indenture Trustee and the Securities Insurer (unless a Securities Insurer Default shall have occurred and be continuing). No resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor master servicer acceptable to the Securities Insurer shall have assumed the Master Servicer's servicing responsibilities and obligations in accordance with Section 4.0710.02. (b) Except as specifically permitted in this AgreementNotwithstanding anything to the contrary herein, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or shall remain liable for all liabilities and obligations hereunder; provided that the incurred by it as Master Servicer may assign this Agreement hereunder prior to the time that any resignation or assignment referred to in connection with a consolidationsubsection (a) above or termination under Section 10.01 becomes effective, merger, conveyance, transfer or lease made in compliance with including the obligation to indemnify the Indenture Trustee pursuant to Section 7.029.01(b) hereof. (c) Except as provided The Master Servicer agrees to cooperate with any successor Master Servicer in Sections 7.04(a) effecting the transfer of the Master Servicer's servicing responsibilities and rights hereunder pursuant to subsection (ba), including, without limitation, the duties transfer to such successor of all relevant records and obligations documents (including any Home Loan Files in the possession of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 and the Servicing Record) and all amounts credited to the Servicing Record or thereafter received with respect to the Issuer shall have been terminated as provided Home Loans and not otherwise permitted to be retained by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this SectionAgreement. In addition, the Master Servicer, at its appointment as custodian can be terminated pursuant sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to Section 3.07the successor Master Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities, including, without limitation, assisting in obtaining any necessary approval under Title I from the FHA.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the obligations and duties and obligations hereby imposed on it except (a) with the consent of the Owner Trustee[, the Securities Insurer] and Indenture Trustee or (b) upon determination by that its board duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of directors that by reason the preceding sentence permitting the resignation of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to shall be evidenced by a resolution an independent opinion of its board of directors counsel to such effect accompanied by an Opinion delivered (at the expense of Counsel, satisfactory the Master Servicer) to the Owner Trustee Trustee[, the Securities Insurer] and the Indenture Trustee, to such effect. No such resignation of the Master Servicer shall become effective unless until a successor master servicer appointed by the Depositor and until (i) a new servicer acceptable to the Owner Trustee Rating Agencies[, the Securities Insurer] and the Indenture Trustee is willing to service shall have assumed the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the Owner Trustee appointment of such successor) and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfiedobligations under this Agreement. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreementexpressly provided herein, the Master Servicer may shall not assign this Agreement or transfer any of its rights, powersbenefits or privileges hereunder to any other Person, duties or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations hereunder; provided that to be performed by the Master Servicer may assign hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. Notwithstanding anything to the contrary set forth herein, as a condition to the utilization of any Subservicer or Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122, the Master Servicer shall obtain from any such Subservicer or Subcontractor used by the Master Servicer for the benefit of the Depositor a written agreement from such Subservicer or Subcontractor (in form and substance satisfactory to the Depositor) to comply with the provisions of Sections 9.10 and 9.11 of this Agreement to the same extent as if such Subservicer or Subcontractor were the Master Servicer. The Master Servicer agrees to cooperate with any successor master servicer in connection with a consolidation, merger, conveyance, effecting the transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or Servicer’s servicing responsibilities and rights hereunder pursuant to the Issuer shall have been terminated as provided by the terms first paragraph of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.079.04.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the obligations and duties and obligations hereby imposed on it except (i) with the consent of the Rating Agencies or (ii) upon determination by its board of directors that by reason of a change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer. Any such determination permitting the resignation of the Master Servicer or its financial condition, said determination to by reason of a change in such legal requirements shall be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory Counsel to the Owner Trustee such effect delivered and acceptable to the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to shall become effective until the Indenture Trustee or a successor master servicer shall have assumed the Master Servicer's servicing responsibilities and obligations in accordance with Section 4.078.02. (b) Except as specifically permitted in this AgreementNotwithstanding anything to the contrary herein, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or shall remain liable for all liabilities and obligations hereunder; provided that the incurred by it as Master Servicer may assign this Agreement hereunder prior to the time that any resignation or assignment referred to in connection with a consolidationsubsection (a) above or termination under Section 8.01 becomes effective, merger, conveyance, transfer or lease made in compliance with including the obligation to indemnify the Indenture Trustee pursuant to Section 7.027.01(b) hereof. (c) Except as provided The Master Servicer agrees to cooperate with any successor Master Servicer in Sections 7.04(a) effecting the transfer of the Master Servicer's servicing responsibilities and rights hereunder pursuant to subsection (ba), including, without limitation, the duties transfer to such successor of all relevant records and obligations documents (including any Home Loan Files in the possession of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 and the Servicing Record) and all amounts credited to the Servicing Record or thereafter received with respect to the Issuer shall have been terminated as provided Home Loans and not otherwise permitted to be retained by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this SectionAgreement. In addition, the Master Servicer, at its appointment as custodian can be terminated pursuant sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to Section 3.07the successor Master Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer is willing to service the Contracts and enters into a servicing agreement with the Issuer and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and Trustee, the Indenture Trustee and the Insurer and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreement, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Master Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or the Issuer shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee, the Indenture Trustee or the Indenture Trustee Insurer of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or Trustee, any Certificateholder or Noteholder Noteholder, or the Insurer of any provision of the Notes, the Certificates Certificates, the Insurance Agreement or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board of directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture 63 Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreement, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Master Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or the Issuer shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board Board of directors Directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board Board of directors Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the Rating Agency Condition has been satisfied. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07.such (b) Except as specifically permitted in this Agreement, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that (i) the Master Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or the Issuer Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee, the Indenture Trustee or the Indenture Trustee Insurer of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or Trustee, any Certificateholder or Noteholder Noteholder, or the Insurer of any provision of the Notes, the Certificates Certificates, the Insurance Agreement or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07.

Master Servicer Not to Resign; Assignment. (a) The Master Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board of directors that by reason of change in applicable legal requirements the continued performance by the Master Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Master Servicer or its financial condition, said determination to be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Owner Trustee and the Indenture Trustee is willing to service the Contracts and enters into a servicing agreement with the Issuer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee and the Indenture Trustee and (ii) the each Rating Agency Condition has been satisfiedconfirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation shall affect the obligation of the Master Servicer to repurchase Contracts pursuant to Section 4.07. (b) Except as specifically permitted in this Agreement, the Master Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Master Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. (c) Except as provided in Sections 7.04(a) and (b), the duties and obligations of the Master Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 9.01 or the Issuer shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Certificateholder or Noteholder of any provision of the Notes, the Certificates or this Agreement. (d) The resignation of the Master Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Master Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07.