Common use of Master Servicer Not to Resign Clause in Contracts

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to Section 5.02, the The Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of obligations and duties hereby imposed on it except upon determination that its obligations under this Agreement duties hereunder are no longer permissible under applicable law or due law. Any such determination pursuant to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are the preceding sentence permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Opinion of Counsel to such effect obtained at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by of the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by the Master Servicer has 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 under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02Servicing Agreement. Any resignation shall not relieve Except as expressly provided herein, the Master Servicer shall not assign or transfer any of responsibility for its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of to be performed by the Master ServicerServicer hereunder. Any determination permitting The foregoing prohibition on assignment shall not prohibit the resignation Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this Servicing Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer pursuant are transferred to clause (i) above shall be evidenced by an Opinion a successor master servicer, the entire amount of Counsel the Servicing Fee and other compensation payable to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant hereto shall thereafter be payable to any provision of this Agreementsuch successor master servicer.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i1) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii2) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective unless the Master Servicer has notified the Depositor at least 15 days before the effective date of the resignation of the successor pursuant to this Section and has provided all information reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Master Servicer in form and substance reasonably satisfactory to the Depositor. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i1) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Credit Enhancer; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the PolicyPolicies; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Equity Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Equity Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Credit Enhancer; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the PolicyCredit Enhancement Instrument; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Credit Enhancer; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Equity Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Equity Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to Regular Certificates or the Policyratings that are in effect; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee and the NIMS Insurer in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and the NIMS Insurer and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before and the NIMS Insurer prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyCertificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated shall have designated, with the consent of the NIMS Insurer, a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit EnhancerNIMS Insurer. The Any such determination permitting the resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or Trustee and the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementNIMS Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyCertificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionPROVIDED, as evidenced by a letter to the Indenture Trustee. No HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and Trustee. Any such determination permitting the Credit Enhancer. The resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has delivered a letter shall have confirmed to the Indenture Trustee before that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of the Notes without regard to the PolicyClass A or Class M Notes; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that in the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company, the Bond Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company, the Bond Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Bonds or the then current rating of the Bonds without regard to taking into account the Bond Insurance Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by a letter to the Company and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Bondholder or the Credit Enhancer Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Bond Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company, the Bond Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company, the Bond Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Bonds or the then current rating of the Bonds without regard to taking into account the Bond Insurance Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by a letter to the Company and the Indenture Trustee. No ; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Bondholder or the Credit Enhancer Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Bond Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Depositor, the Grantor Trustee, the Indenture Trustee and the Owner Trustee in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Depositor, the Grantor Trustee, the Indenture Trustee and the Owner Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Indenture Depositor and the Grantor Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to Securities and the PolicyClass B Note; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Grantor Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Grantor Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Grantor Trustee, the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementOwner Trustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer Affiliates, or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to Administrative Agent, where one exists, or otherwise, the Indenture Trustee; Managing Agents; (b) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each Rating Agency Basic Document to which it is a party and (c) the Master Servicer has delivered a letter to the Indenture Trustee before an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of its obligations hereunder arising prior to the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination effective date of the Master Servicersuch resignation. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02 above, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyClass A Notes; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by a letter to the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02 below. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 below as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit EnhancerInsurer. The As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Master Servicer shall have no claim provide (whether x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. Notice of such resignation shall be given promptly by the Master Servicer pursuant and the Depositor to any provision of this Agreementthe Indenture Trustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyCertificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and Trustee. Any such determination permitting the Credit Enhancer. The resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee and the NIMS Insurer in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and the NIMS Insurer; and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before and the NIMS Insurer prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to Regular Certificates or the Policyratings that are in effect; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementNIMS Insurer.

Master Servicer Not to Resign. Subject to Except as provided in Section 5.023.35, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of its obligations under this Agreement and duties hereby imposed on it except upon a determination that any such duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are and such impermissibility cannot be cured. Any such determination permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Independent Opinion of Counsel (delivered at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer Servicer) to such effect delivered to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trusteeany NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by to the Master Servicer has reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the Master Servicer's responsibilities and obligations under this Agreement or of the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.027.02 hereof. Any resignation The Trustee shall not relieve the Master Servicer of responsibility for notify each Rating Agency and any NIMS Insurer of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the If, at any time, Wxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to clause Section 7.01, then at such time Wxxxx Fargo Bank, N.A. also shall resign (i) above and shall be evidenced entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by an Opinion of Counsel to that effect delivered Wxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Indenture Trustee Depositor shall have assumed the responsibilities and obligations of the Credit EnhancerSecurities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Master Servicer Securities Administrator shall have no claim (whether by subrogation or otherwise) or other action against notify each Rating Agency of the Transferorresignation of Wxxxx Fargo Bank, any NoteholderN.A. as the Securities Administrator, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementAdministrator, Paying Agent and Certificate Registrar.

Master Servicer Not to Resign. Subject to Except as provided in Section 5.023.35, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of its obligations under this Agreement and duties hereby imposed on it except upon a determination that any such duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are and such impermissibility cannot be cured. Any such determination permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Independent Opinion of Counsel (delivered at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer Servicer) to such effect delivered to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trusteeany NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by to the Master Servicer has reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the Master Servicer's responsibilities and obligations under this Agreement or of the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.027.02 hereof. Any resignation The Trustee shall not relieve the Master Servicer of responsibility for notify each Rating Agency and any NIMS Insurer of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to clause Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (i) above and shall be evidenced entitled to resign) as Securities Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by an Opinion of Counsel to that effect delivered Xxxxx Fargo Bank, N.A. as Securities Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Indenture Trustee Depositor shall have assumed the responsibilities and obligations of the Credit EnhancerSecurities Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Master Servicer Securities Administrator shall have no claim (whether by subrogation or otherwise) or other action against notify each Rating Agency of the Transferorresignation of Xxxxx Fargo Bank, any NoteholderN.A. as the Securities Administrator, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementPaying Agent and Certificate Registrar.

Master Servicer Not to Resign. Subject to Section 5.02, the The Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of obligations and duties hereby imposed on it except upon determination that its obligations under this Agreement duties hereunder are no longer permissible under applicable law or due law. Any such determination pursuant to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are the preceding sentence permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Opinion of Counsel to such effect obtained at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by of the Master Servicer shall become effective until the Indenture Trustee or a successor 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 under this Servicing Agreement. Except as expressly provided herein, the Master Servicer designated shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02hereunder. Any resignation The foregoing prohibition on assignment shall not relieve prohibit the Master Servicer from designating a Sub-Servicer as payee of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of indemnification amount payable to the Master ServicerServicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this Servicing Agreement. Any determination permitting If, pursuant to any provision hereof, the resignation duties of the Master Servicer pursuant are transferred to clause (i) above shall be evidenced by an Opinion a successor master servicer, the entire amount of Counsel the Servicing Fee and other compensation payable to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant hereto shall thereafter be payable to any provision of this Agreementsuch successor master servicer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Credit Enhancer; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the PolicyCredit Enhancement Instrument; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No ; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has shall have proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Issuer and the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Issuer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionSecurities, as evidenced by a letter to the Indenture Trustee. No provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has delivered a letter shall have confirmed to the Indenture Trustee before that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of the Notes without regard to the PolicyClass A or Class M Certificates; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that in the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has shall have proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Issuer, the Credit Enhancer and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the PolicyCredit Enhancement Instrument; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No , provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer master servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer master servicer is reasonably acceptable to the Indenture Trustee; ; and (b) each the Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer master servicer stating that the proposed appointment of the such successor Master Servicer master servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to Regular Certificates or the Policyratings that are in effect; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and, so long as no Insurer Default exists and is continuing, the Insurer; (b) each Rating Agency has delivered a letter shall have confirmed to the Indenture Trustee before that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of the Notes without regard to taking into account the existence of the Note Guaranty Insurance Policy; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that in the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementInsurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has shall have proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Issuer, the Credit Enhancer and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the PolicyCredit Enhancement Instrument; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No , provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against pay the Transferor, reasonable expenses of the Indenture Trustee in connection with any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreementservicing transition hereunder.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Investor Certificates without regard to the Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer servicer designated by the Master Servicer has as provided above shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Certificateholder or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer to the Issuer, the Note Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer is reasonably acceptable to the Issuer and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Note Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer stating that the proposed appointment of the such successor Master Servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes or the rating of the Notes that would be in effect without regard to taking into account the Note Insurance Policy; and and (c) the such proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionNote Insurer, as evidenced by a letter to the Issuer, the Master Servicer and the Indenture Trustee. No ; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by or, in the Master Servicer has case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer in accordance with Section 6.02; provided, however, if the Master Servicer resigns, Advanta Mortgage Corp. USA ("Advanta"), if it so chooses and it is acceptable to the Note Insurer, shall be the successor Master Servicer. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Noteholder or the Credit Enhancer Note Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Note Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02 above, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (ia) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (iib) if upon satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Enhancer; (bii) each Rating Agency has shall have delivered a letter to the Issuer, the Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes cause a Rating Event, if determined without regard to the Policy; and and (ciii) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (a) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02 hereof. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 hereof as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer master servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer master servicer is reasonably acceptable to the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer master servicer stating that the proposed appointment of the such successor Master Servicer master servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to Regular Certificates or the Policyratings that are in effect; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovide , as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer Affiliates, or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee and the Insurer (for so long as it is the Controlling Party) in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; , the Insurer (for so long as it is the Controlling Party) and the Administrative Agent, where one exists, or otherwise, the Managing Agents; (b) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each Rating Agency Basic Document to which it is a party and (c) the Master Servicer has delivered a letter to the Indenture Trustee before and the Insurer an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer reasonably acceptable to the Insurer (for as long as it is the Controlling Party) in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of its obligations hereunder arising prior to the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination effective date of the Master Servicersuch resignation. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementInsurer.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i1) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii2) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee;; and (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard Notes. No resignation by the Master Servicer shall become effective unless the Master Servicer has notified the Depositor at least 15 days before the effective date of the resignation of the successor pursuant to this Section and has provided all information reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Policy; and (c) resignation of the proposed successor Master Servicer is in form and substance reasonably acceptable satisfactory to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture TrusteeDepositor. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit EnhancerTrustee. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, Transferor or any Noteholder, or the Credit Enhancer Noteholder for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has delivered a letter shall have confirmed to the Indenture Trustee before that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of the Notes without regard to the PolicyClass A or Class M Notes; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that in the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Company and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction reduc tion or withdrawal of the then current rating of the Notes without regard to the PolicyBonds; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionPROVIDED, as evidenced by a letter to the Indenture Trustee. No resignation HOWEVER, that no such resig nation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation subroga tion or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer master servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer master servicer is reasonably acceptable to the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer master servicer stating that the proposed appointment of the such successor Master Servicer master servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to Regular Certificates or the Policyratings that are in effect; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionPROVIDED, as evidenced by a letter to the Indenture Trustee. No HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee and the NIMs Insurer in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and the NIMs Insurer and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before and the NIMs Insurer prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyCertificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionPROVIDED, as evidenced by a letter to the Indenture Trustee. No HOWEVER, that no such resignation by the Master Servicer shall become 109 effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated shall have designated, with the consent of the NIMs Insurer, a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit EnhancerNIMs Insurer. The Any such determination permitting the resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or Trustee and the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementNIMs Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) ifupon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company, the Bond Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company, the Bond Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Bonds or the then current rating of the Bonds without regard to taking into account the Bond Insurance Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by a letter to the Company and the Indenture Trustee. No ; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Bondholder or the Credit Enhancer Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Bond Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions; (a) the Master Servicer has proposed a successor Master Servicer master servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before stating that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer master servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of any rated Class of Certificates; and such proposed successor master servicer has agreed in writing to assume the Notes without regard obligations of Master Servicer hereunder and the Master Servicer has delivered to the Policy; and (c) Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to master servicer have been satisfied; provided, however, that in the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer hereunder in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee Trust Administrator in writing and the such proposed successor Master Servicer is reasonably acceptable to the Indenture Trust Administrator and the Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before Trust Administrator prior to the appointment of the successor Master Servicer stating that the proposed appointment of the such successor Master Servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyRegular Certificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by or, in the Master Servicer has case of (i) above, the Trust Administrator shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trust Administrator shall have designated a successor Master Servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrust Administrator.

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each the Rating Agency has shall have delivered a letter to the Indenture Trustee before stating that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in satisfy the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyRating Agency Condition; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each relevant Basic Document and Series Related Document and (d) the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has delivered a letter shall have confirmed to the Indenture Trustee before that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of the Notes without regard to the Policyany Class of Notes; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that in the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Credit Enhancer; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the PolicyCredit Enhancement Instrument; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Revolving Credit Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Revolving Credit Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i1) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii2) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective unless the Master Servicer has notified the Depositor at least 15 days before the effective date of the resignation of the successor pursuant to this Section and has provided all information reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Master Servicer in form and substance reasonably satisfactory to the Depositor. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's ’s obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i1) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee [and the Certificate Insurer]; (b) each Rating Agency has delivered a letter shall have confirmed to the Indenture Trustee before that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of the Notes without regard to the PolicyClass A or Class M Certificates; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that in the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee [and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementCertificate Insurer].

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under assign this Agreement except or resign from the obligations and duties hereby imposed upon it except (ia) if upon a determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates such Affiliate at the date of this Agreement or or (iib) if upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor Master Servicer master servicer to the Issuer and the Indenture Trustee in writing, and the such proposed successor Master Servicer is reasonably master servicer shall be acceptable to the Issuer and the Indenture Trustee; ; and (bii) each Rating Agency has Agency, after prior notice thereto, shall have delivered a letter to the Issuer and the Indenture Trustee before prior to the appointment of the such proposed successor Master Servicer master servicer stating that the such proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will would not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policya Rating Event; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by the Master Servicer has master servicer shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer master servicer in accordance with Section 6.027.02. Any resignation An Opinion of Counsel delivered to the Issuer and the Indenture Trustee shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementServicer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the Certificate Insurer in writing and such proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Trustee and the Certificate Insurer and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer stating that the proposed appointment of the such successor Master Servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of any of the Notes Certificates (without regard to the Policy); and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by or the Trustee, if it becomes successor Master Servicer has Servicer, shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementCertificate Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the 1996-RHS4 LLC and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the 1996-RHS4 LLC, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Credit Enhancer; (b) each Rating Agency has shall have delivered a letter to the 1996-RHS4 LLC, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the PolicyCredit Enhancement Instrument; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the 1996-RHS4 LLC and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Class A Ownership Interest, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Class A Ownership Interest, shall have designated a successor Master Servicer servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and the Certificate Insurer; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Class A Certificates or the ratings that are in effect without regard to taking into account the Policy; and Policy and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionCertificate Insurer, as evidenced by a letter to the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and Trustee. Any such determination permitting the Credit Enhancer. The resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Credit Enhancer; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Securities, if determined without regard to the related Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Issuer and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Equity Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Equity Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each the Rating Agency has shall have delivered a letter to the Indenture Trustee before stating that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in satisfy the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyRating Agency Condition; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each relevant Basic Document and Series Related Document and (d) the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; PROVIDED, HOWEVER, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to Except as provided in Section 5.023.35, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of its obligations under this Agreement and duties hereby imposed on it except upon a determination that any such duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are and such impermissibility cannot be cured. Any such determination permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Independent Opinion of Counsel (delivered at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer Servicer) to such effect delivered to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trusteeany NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by to the Master Servicer has reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the Master Servicer's responsibilities and obligations under this Agreement or of the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.027.02 hereof. Any resignation The Trustee shall not relieve the Master Servicer of responsibility for notify each Rating Agency and any NIMS Insurer of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to clause Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (i) above and shall be evidenced entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by an Opinion of Counsel to that effect delivered Xxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Indenture Trustee Depositor shall have assumed the responsibilities and obligations of the Credit EnhancerSecurities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Master Servicer Securities Administrator shall have no claim (whether by subrogation or otherwise) or other action against notify each Rating Agency of the Transferorresignation of Xxxxx Fargo Bank, any NoteholderN.A. as the Securities Administrator, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementAdministrator, Paying Agent and Certificate Registrar.

Master Servicer Not to Resign. Subject to Section 5.02, the No Master Servicer shall not resign as Master Servicer from the obligations and duties imposed on it hereby and under this Agreement except any applicable Supplement except upon determination that (ia) if the its performance of its obligations under this Agreement are duties hereunder and thereunder is no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor there is no reasonable action which such Master Servicer stating that the proposed appointment could take to make its performance of the successor Master Servicer as Master Servicer its duties hereunder permissible under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicerapplicable law. Any determination permitting the resignation of the such Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel who is not an employee of such Master Servicer or any Affiliate of such Master Servicer with respect to that effect clause (a) above, delivered to to, and in form reasonably satisfactory to, the Indenture Trustee. No resignation shall become effective until the Trustee and the Credit Enhancer. The Master or a Successor Servicer shall have assumed the responsibilities and obligations of such Master Servicer in accordance with Section 10.02 hereof. If within 60 days of the date of the determination that such Master Servicer may no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer longer act as a Master Servicer hereunder for any amounts paid by reason the Trustee has not appointed a Successor Servicer, the Trustee shall serve as Successor Servicer hereunder with respect to those Series for which such resigning Master Servicer pursuant acted in such capacity. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any provision of this Agreementestablished institution that is an Eligible Master Servicer (other than the Trustee) as the Successor Servicer with respect to such Series hereunder.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02 above, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyNotes; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by a letter to the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02 below. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 below as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit EnhancerInsurer. The As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Master Servicer shall have no claim provide (whether x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. Notice of such resignation shall be given promptly by the Master Servicer pursuant and the Depositor to any provision of this Agreementthe Indenture Trustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each the Rating Agency has shall have delivered a letter to the Indenture Trustee before stating that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in satisfy the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyRating Agency Condition; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each relevant Basic Document and Series Related Document and (d) the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.Section

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee and the Certificate Insurer in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before and the Certificate Insurer prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Class B Certificates or of the Class A Certificates without regard to the Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionCertificate Insurer, as evidenced by a letter to the Indenture Trustee. No ; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementCertificate Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee and the NIMS Insurer in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and the NIMS Insurer and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before and the NIMS Insurer prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyCertificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionPROVIDED, as evidenced by a letter to the Indenture Trustee. No HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated shall have designated, with the consent of the NIMS Insurer, a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit EnhancerNIMS Insurer. The Any such determination permitting the resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or Trustee and the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementNIMS Insurer.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i1) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii2) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee;; and (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard Notes. No resignation by the Master Servicer shall become effective unless the Master Servicer has notified the Depositor at least 15 days before the effective date of the resignation of the successor pursuant to this Section and has provided all information reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Policy; and (c) resignation of the proposed successor Master Servicer is in form and substance reasonably acceptable satisfactory to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture TrusteeDepositor. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's ’s obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i1) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit EnhancerTrustee. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, Transferor or any Noteholder, or the Credit Enhancer Noteholder for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i1) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii2) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee;; and (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard Notes. No resignation by the Master Servicer shall become effective unless the Master Servicer has notified the Depositor at least 15 days before the effective date of the resignation of the successor pursuant to this Section and has provided all information reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Policy; and (c) resignation of the proposed successor Master Servicer is in form and substance reasonably acceptable satisfactory to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture TrusteeDepositor. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i1) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit EnhancerTrustee. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, Transferor or any Noteholder, or the Credit Enhancer Noteholder for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Depositor, the Grantor Trustee, the Indenture Trustee and the Owner Trustee in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Depositor, the Grantor Trustee, the Indenture Trustee and the Owner Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Indenture Depositor and the Grantor Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to Securities and the PolicyClass B Note; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionPROVIDED, as evidenced by a letter to the Indenture Trustee. No HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Grantor Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Grantor Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Grantor Trustee, the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementOwner Trustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer to the Issuer, the Note Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer is reasonably acceptable to the Issuer and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Issuer, the Note Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer stating that the proposed appointment of the such successor Master Servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes or the rating of the Notes that would be in effect without regard to taking into account the Note Insurance Policy; and and (c) the such proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionNote Insurer, as evidenced by a letter to the Issuer, the Master Servicer and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by or, in the Master Servicer has case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer in accordance with Section 6.02; provided, however, if the Master Servicer resigns, Advanta Mortgage Corp. USA ("Advanta"), if it so chooses and it is acceptable to the Note Insurer, shall be the successor Master Servicer. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Noteholder or the Credit Enhancer Note Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement.. Any such determination permitting the resignation of the

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee and the NIMS Insurer in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and the NIMS Insurer and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before and the NIMS Insurer prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyCertificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionPROVIDED, as evidenced by a letter to the Indenture Trustee. No HOWEVER, that no such resignation by the Master Servicer shall become 114 effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated shall have designated, with the consent of the NIMS Insurer, a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit EnhancerNIMS Insurer. The Any such determination permitting the resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or Trustee and the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementNIMS Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to Administrative Agent, where one exists, or otherwise, the Indenture Trustee; Managing Agents; (b) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each Rating Agency Basic Document to which it is a party and (c) the Master Servicer has delivered a letter to the Indenture Trustee before an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; PROVIDED, HOWEVER, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to Except as provided in Section 5.023.34, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of its obligations under this Agreement and duties hereby imposed on it except upon a determination that any such duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are and such impermissibility cannot be cured. Any such determination permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Independent Opinion of Counsel (delivered at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer Servicer) to such effect delivered to the Indenture Trustee Trustee, the Certificate Insurer and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trusteeany NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by to the Master Servicer has reasonably satisfactory to the Trustee, the Certificate Insurer and any NIMS Insurer shall have assumed the Master Servicer's responsibilities and obligations under this Agreement or of the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.027.02 hereof. Any resignation The Trustee shall not relieve notify each Rating Agency, the Master Servicer of responsibility for Certificate Insurer and any NIMS Insurer of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.28, or sells or assigns its rights and obligations under Section 3.30, or is removed as Master Servicer pursuant to clause Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (i) above and shall be evidenced entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by an Opinion of Counsel to that effect delivered Xxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Indenture Trustee Depositor shall have assumed the responsibilities and obligations of the Credit EnhancerSecurities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Master Servicer Securities Administrator shall have no claim (whether by subrogation or otherwise) or other action against notify each Rating Agency of the Transferorresignation of Xxxxx Fargo Bank, any NoteholderN.A. as the Securities Administrator, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementAdministrator, Paying Agent and Certificate Registrar.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Issuer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Issuer and the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter to the Issuer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionSecurities, as evidenced by a letter to the Indenture Trustee. No provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Home Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company, the Bond Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company, the Bond Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Bonds or the then current rating of the Bonds without regard to taking into account the Bond Insurance Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by a letter to the Company and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Bondholder or the Credit Enhancer Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Bond Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company, the Bond Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company, the Bond Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Bonds or the then current rating of the Bonds without regard to taking into account the Bond Insurance Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by a letter to the Company and the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Bondholder or the Credit Enhancer Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Bond Insurer.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.successor

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under assign this Agreement except or resign from the obligations and duties hereby imposed upon it except (ia) if upon a determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates such Affiliate at the date of this Agreement or or (iib) if upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor Master Servicer master servicer to the Issuer, the Indenture Trustee and the Enhancer in writing, and such proposed successor Master Servicer is reasonably master servicer shall be acceptable to the Issuer, the Indenture Trustee; Trustee and the Enhancer; and (bii) each Rating Agency has Agency, after prior notice thereto, shall have delivered a letter to the Issuer, the Indenture Trustee before and the Enhancer prior to the appointment of the such proposed successor Master Servicer master servicer stating that the such proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will would not result in the reduction or withdrawal of the then current rating of the Notes a Rating Event (determined without regard to payments under the Policy); and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by the Master Servicer has master servicer shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer master servicer in accordance with Section 6.027.02. Any resignation An Opinion of Counsel delivered to the Issuer, the Indenture Trustee and the Enhancer and shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementServicer.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its Enhancex xx xxx sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under assign this Agreement except or resign from the obligations and duties hereby imposed upon it except (ia) if upon a determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates such Affiliate at the date of this Agreement or or (iib) if upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor Master Servicer master servicer to the Issuer, the Indenture Trustee and, in the case of the Mortgage Loans in Group I, the Enhancer in writing, and such proposed successor master servicer shall be reasonably acceptable to the Issuer, the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; Enhancer; and (bii) each Rating Agency has Agency, after prior notice thereto, shall have delivered a letter to the Issuer, the Indenture Trustee before and the Enhancer prior to the appointment of the such proposed successor Master Servicer master servicer stating that the such proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will would not result in the reduction or withdrawal of the then current rating of the Notes a Rating Event, if determined without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by the Master Servicer has master servicer shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer master servicer in accordance with Section 6.027.02. Any resignation An Opinion of Counsel delivered to the Issuer, the Indenture Trustee and the Enhancer and shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementServicer.

Master Servicer Not to Resign. Subject to Section 5.02, the The Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of obligations and duties hereby imposed on it, except upon determination that its obligations under this Agreement duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are it, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02Agreement. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit EnhancerTrustee. The Master Servicer shall have no claim (whether by subrogation or otherwise) notify the Rating Agency of any such resignation. No such resignation shall become effective until the Back-up Servicer or other action against successor servicer shall have assumed the TransferorMaster Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided that (i) the Master Servicer obtains the prior written consent of the Rating Agency, (ii) the transferee is a FNMA- or FHLMC- approved servicer having a net worth of not less than $______________, (iii) the successor servicer assumes all of the Master Servicer's responsibilities and obligations (except the repurchase obligations set forth in Sections 2.2 and 2.3 hereof, which shall remain obligations of the Depositor) in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Master Servicer hereunder; provided however, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any provision of this Agreementsuccessor Master Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided further that, any consent to such transfer will not be unreasonably withheld by the Trustee.

Master Servicer Not to Resign. Subject to Except as provided in Section 5.023.34, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of its obligations under this Agreement and duties hereby imposed on it except upon a determination that any such duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are and such impermissibility cannot be cured. Any such determination permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Independent Opinion of Counsel (delivered at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer Servicer) to such effect delivered to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No such resignation by the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by to the Master Servicer has reasonably satisfactory to the Trustee shall have assumed the Master Servicer's responsibilities and obligations under this Agreement or of the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.027.02 hereof. Any resignation The Trustee shall not relieve the Master Servicer of responsibility for any notify each Rating Agency of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.28, or sells or assigns its rights and obligations under Section 3.30, or is removed as Master Servicer pursuant to clause Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (i) above and shall be evidenced entitled to resign) as Securities Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by an Opinion of Counsel to that effect delivered Xxxxx Fargo Bank, N.A. as Securities Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Indenture Trustee Depositor shall have assumed the responsibilities and obligations of the Credit EnhancerSecurities Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Master Servicer Securities Administrator shall have no claim (whether by subrogation or otherwise) or other action against notify each Rating Agency of the Transferorresignation of Xxxxx Fargo Bank, any NoteholderN.A. as the Securities Administrator, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementPaying Agent and Certificate Registrar.

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each the Rating Agency has shall have delivered a letter to the Indenture Trustee before stating that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in satisfy the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyRating Agency Condition; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each relevant Basic Document and Series Related Document and (d) the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; provided, however, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementSeries Secured Parties.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company, the Bond Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company, the Bond Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Bonds or the then current rating of the Bonds without regard to taking into account the Bond Insurance Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by a letter to the Company and the Indenture Trustee. No ; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Bondholder or the Credit Enhancer Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Bond Insurer.

Master Servicer Not to Resign. Subject to the provisions ----------------------------- of Section 5.027.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer master servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer master servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer master servicer stating that the proposed appointment of the such successor Master Servicer master servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating ratings of the Notes without regard to the PolicyClass A Certificates; and and (c) the such proposed successor Master Servicer master servicer is reasonably acceptable to the Credit Enhancer in its sole discretionCertificate Insurer, as evidenced by a letter to the Indenture Trustee. No ; provided, however, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.028.02; and provided, further, that any Affiliate of the Master Servicer whose senior, unsecured long-term debt rating is at least "Baa2" by Xxxxx'x or "BBB" by S&P at the time of appointment shall be deemed to be reasonably acceptable to the Trustee. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementCertificate Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer master servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer master servicer is reasonably acceptable to the Indenture Trustee; , (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer master servicer stating that the proposed appointment of the such successor Master Servicer master servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyRegular Certificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and Trustee. Any such determination permitting the Credit Enhancer. The resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee [and the Insurer (for so long as it is the Controlling Party)] in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; [, the Insurer (for so long as it is the Controlling Party) ]and the Administrative Agent, where one exists, or otherwise, the Managing Agents; (b) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each Rating Agency Basic Document to which it is a party and (c) the Master Servicer has delivered a letter to the Indenture Trustee before [and the Insurer ]an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; PROVIDED, HOWEVER, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer [reasonably acceptable to the Insurer (for as long as it is the Controlling Party) ]in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of its obligations hereunder arising prior to the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination effective date of the Master Servicersuch resignation. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee Trustee[ and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementInsurer].

Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each the Rating Agency has shall have delivered a letter to the Indenture Trustee before stating that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in satisfy the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyRating Agency Condition; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each relevant Basic Document and Series Related Document and (d) the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; PROVIDED, HOWEVER, that, in the Credit Enhancer in its sole discretioncase of clause (i) above, as evidenced by a letter to the Indenture Trustee. No no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementTrustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with (any other activities carried on by it or its subsidiaries or Affiliates that are such determination permitting the resignation of a type and nature carried on by the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee) or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; and and (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction reduction, qualification or withdrawal of the then current rating of the Notes without regard to the PolicyNotes; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionPROVIDED, as evidenced by a letter to the Indenture Trustee. No HOWEVER, that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by the Master Servicer has servicer shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer has been appointed in accordance with Section 6.026.02 and has accepted such appointment. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer Noteholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before stating that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of the Notes without regard to the PolicyClass A Certificates; and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by a letter to the Indenture Trustee. No ; and (d) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under the Insurance Agreement and the Master Servicer has delivered to the Trustee and the Credit Enhancer an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; provided, however, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.have

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee [and the Insurer]; (b) each Rating Agency has delivered a letter shall have confirmed to the Indenture Trustee before that the appointment of the such proposed successor Master Servicer stating that the proposed appointment of the successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then then-current rating of the Notes without regard to the PolicyClass A Notes; and and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor Master Servicer is reasonably acceptable to servicer have been satisfied; PROVIDED, HOWEVER, that in the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No case of clause (i) above no such resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee [and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementInsurer].

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed proposex appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably reaxxxxxxx acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor suxxxxxxx Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its xx xxx sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to Bonds or the Policythen current rating of the Bonds; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer(s responsibilities and obligations hereunder or another successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes [without regard to the Policy]; and (c) [the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. .] No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee [and the Credit Enhancer]. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, [or] any Noteholder[, or the Credit Enhancer Enhancer] for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; and (b) each Rating Agency has shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyBonds; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer Sxxxxxxx has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company, the Bond Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Company, the Bond Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Bonds or the then current rating of the Bonds without regard to taking into account the Bond Insurance Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by a letter to the Company and the Indenture Trustee. No ; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated a another successor Master Servicer has been approved in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Bondholder or the Credit Enhancer Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Bond Insurer.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under assign this Agreement except or resign from the obligations and duties hereby imposed upon it except (ia) if upon a determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates such Affiliate at the date of this Agreement or or (iib) if upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor Master Servicer master servicer to the Issuer and the Indenture Trustee in writing, and the such proposed successor Master Servicer is master servicer shall be reasonably acceptable to the Issuer and the Indenture Trustee; ; and (bii) each Rating Agency has Agency, after prior notice thereto, shall have delivered a letter to the Issuer and the Indenture Trustee before prior to the appointment of the such proposed successor Master Servicer master servicer stating that the such proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will would not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policya Rating Event,; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No that no such resignation by the Master Servicer shall become effective until the Indenture Trustee or such successor Master Servicer designated by the Master Servicer has master servicer shall have assumed the Master Servicer's ’s responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer master servicer in accordance with Section 6.027.02. Any resignation An Opinion of Counsel delivered to the Issuer and the Indenture Trustee and shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementServicer.

Master Servicer Not to Resign. Subject to Except as provided in Section 5.023.35, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of its obligations under this Agreement and duties hereby imposed on it except upon a determination that any such duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are and such impermissibility cannot be cured. Any such determination permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Independent Opinion of Counsel (delivered at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer Servicer) to such effect delivered to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No such resignation by the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by to the Master Servicer has reasonably satisfactory to the Trustee shall have assumed the Master Servicer's responsibilities and obligations under this Agreement or of the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.027.02 hereof. Any resignation The Trustee shall not relieve the Master Servicer of responsibility for any notify each Rating Agency of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the If, at any time, Wxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to clause Section 7.01, then at such time Wxxxx Fargo Bank, N.A. also shall resign (i) above and shall be evidenced entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by an Opinion of Counsel to that effect delivered Wxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Indenture Trustee Depositor shall have assumed the responsibilities and obligations of the Credit EnhancerSecurities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Master Servicer Securities Administrator shall have no claim (whether by subrogation or otherwise) or other action against notify each Rating Agency of the Transferorresignation of Wxxxx Fargo Bank, any NoteholderN.A. as the Securities Administrator, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementAdministrator, Paying Agent and Certificate Registrar.

Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee and the NIMS Insurer in writing and such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; Trustee and the NIMS Insurer and (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before and the NIMS Insurer prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master 127 Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the PolicyCertificates; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretionprovided, as evidenced by a letter to the Indenture Trustee. No however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has designated shall have designated, with the consent of the NIMS Insurer, a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit EnhancerNIMS Insurer. The Any such determination permitting the resignation of the Master Servicer shall have no claim (whether be evidenced by subrogation or otherwise) or other action against an Opinion of Counsel to such effect delivered to the Transferor, any Noteholder, or Trustee and the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementNIMS Insurer.

Master Servicer Not to Resign. Subject to (a) Except as provided in Section 5.023.31, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if from the performance of its obligations under this Agreement and duties hereby imposed on it except upon a determination that any such duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are and such impermissibility cannot be cured. Any such determination permitting the resignation of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates shall be evidenced by an Independent Opinion of Counsel (delivered at the date expense of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer Servicer) to such effect delivered to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No such resignation by the Master Servicer shall become effective until the Indenture Trustee or a successor Master Servicer designated by to the Master Servicer has reasonably satisfactory to the Trustee shall have assumed the Master Servicer's responsibilities and obligations under this Agreement or of the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.027.02 hereof. Any resignation The Trustee shall not relieve the Master Servicer notify each Rating Agency of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause Servicer. (ib) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholderresigns under this Section 3.29, or the Credit Enhancer for any amounts paid by the sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to any provision of Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Xxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Xxxxx Fargo Bank, N.A. as the Securities Administrator, Administrator, Paying Agent and Certificate Registrar.

Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obli gations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates that are Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal with drawal of the then current rating of the Notes Class A Certificates without regard to the Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionCertificate Insurer, as evidenced by a letter to the Indenture Trustee. No ; provided, however, -------- ------- that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the Indenture case of (i) above, the Trustee or successor Master Servicer designated by the Master Servicer has shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has shall have designated a successor Master Servicer servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that such effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this AgreementCertificate Insurer.

Master Servicer Not to Resign. Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed proposex appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably reaxxxxxxx acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except from the obligations and duties hereby imposed on it except (i) if upon determination that the performance of its obligations under this Agreement or duties hereunder are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor Master Servicer servicer to the Company, the Bond Insurer and the Indenture Trustee in writing and the such proposed successor Master Servicer servicer is reasonably acceptable to the Company and the Indenture Trustee; ; (b) each Rating Agency has shall have delivered a letter to the Company, the Bond Insurer and the Indenture Trustee before prior to the appointment of the successor Master Servicer servicer stating that the proposed appointment of the such successor Master Servicer servicer as Master Servicer under this Agreement hereunder will not result in the reduction or withdrawal of the then current rating of the Notes Bonds or the then current rating of the Bonds without regard to taking into account the Bond Insurance Policy; and and (c) the such proposed successor Master Servicer servicer is reasonably acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by a letter to the Company and the Indenture Trustee. No ; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee or successor Master Servicer designated by Trustee, as pledgee of the Master Servicer has Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations under this Agreement hereunder or the Indenture Trustee has Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer servicer in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, Bondholder or the Credit Enhancer Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Bond Insurer.