Common use of Master Servicer Not to Resign Clause in Contracts

Master Servicer Not to Resign. Subject to the provisions of Section 7.01 and Section 6.02, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or 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 (ii) if the Master Servicer has proposed a successor Master Servicer to the Trustee and the Guarantor in writing and such proposed successor Master Servicer is reasonably acceptable to the Trustee and the Guarantor (in the case of the Guarantor, as evidenced by a letter to the Trustee, after consulting with the NIMS Insurer); provided, however, that no such resignation by the Master Servicer shall become effective until such successor Master Servicer or, in the case of (i) above, the Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor Master Servicer in accordance with Section 7.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 7.01 and 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 such effect delivered to the Trustee, the Guarantor and the NIMS Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 7.01 and Section 6.02, the The Master Servicer ----------------------------- shall not resign from the obligations and duties hereby imposed on it except (ia) upon determination that (i) the performance of its obligations or duties hereunder are is no longer permissible under applicable law, and (ii) there is no reasonable course of action that it could take to make the performance of its duties hereunder permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or 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 (iib) if the Master Servicer has proposed a successor is terminated as Master Servicer pursuant to Section 6.01 or (c) if the Trustee and the Guarantor in writing and such proposed successor Master Servicer is reasonably acceptable to obtains ------------- the Trustee prior written consent of each Funding Agent and provides evidence that such resignation satisfies the Guarantor (in the case of the Guarantor, as evidenced by a letter to the Trustee, after consulting with the NIMS Insurer)Rating Agency Condition; provided, however, that no such -------- ------- resignation by shall not in any way affect the Master Servicer shall become effective until such successor Master Servicer or, in the case of (i) above, the Trustee shall have assumed the Master ServicerGuarantor's responsibilities and obligations hereunder or the Trustee shall have designated a successor Master Servicer in accordance with Section 7.02. Any such resignation shall not relieve the Master Servicer of responsibility for under any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Master Servicerother Transaction Document. Any such determination permitting the resignation of the Master Servicer pursuant shall be evidenced as to clause (ia)(i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Company, the Trustee and each Funding Agent. No such resignation shall become effective until the Servicer Guarantor, or in the event of a default under the Servicing Guarantee, a Successor Master Servicer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 6.02. The Trustee, the Guarantor Company, each Funding Agent and each Rating ------------ Agency shall be notified of such resignation (or termination) by the NIMS InsurerMaster Servicer.

Master Servicer Not to Resign. Subject to the provisions of Section 7.01 and Section 6.025.03 regarding the merger or consolidation of the Master Servicer into or with another entity, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that the performance of its duties or obligations or duties hereunder are is no longer permissible under applicable law or regulation or are in material conflict by reason of applicable law or regulation with any other activities carried on by it or its subsidiaries or 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 (ii) if the Master Servicer has proposed a successor Master Servicer to the Trustee and the Guarantor in writing and such proposed successor Master Servicer is reasonably acceptable to the Trustee and the Guarantor (in the case of the Guarantor, as evidenced by a letter to the Trustee, after consulting with the NIMS Insurer); provided, however, that no such resignation by the Master Servicer shall become effective until such successor Master Servicer or, in the case of (i) above, the Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor Master Servicer in accordance with Section 7.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Master ServicerAgreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above this Section shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeDepositor, the Guarantor Trustee [and the NIMS Bond Insurer] obtained by the Master Servicer at its own expense. No resignation pursuant to this Section 5.05(a) shall become effective until the Trustee or a successor servicer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 6.02 or (b) shall relieve the Master Servicer of responsibility for any obligations pursuant to this Agreement that specifically survive the resignation or termination of the Master Servicer. Each of the Rating Agencies shall be given written notice of a resignation of the Master Servicer pursuant to this Section. Notwithstanding the foregoing, the Master Servicer may resign effective upon its appointment of a successor the appointment of whom has been approved by the [Bond Insurer and] the Trustee in writing, but only if each Rating Agency shall have confirmed in writing that the appointment of such successor will not result in the downgrading of the then-current implied ratings assigned by them to the Bonds [(without taking into account the Bond Insurance Policy)].

Master Servicer Not to Resign. Subject to the provisions of Section 7.01 and Section 6.02, the The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ia) upon determination that (i) the performance of its obligations or duties hereunder are is no longer permissible under applicable law, and (ii) there is no reasonable course of action that it could take to make the performance of its duties hereunder permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or 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 (iib) if the Master Servicer has proposed a successor is terminated as Master Servicer pursuant to Section 6.01 or (c) if the Trustee and the Guarantor in writing and such proposed successor Master Servicer is reasonably acceptable to obtains the Trustee prior written consent of each Funding Agent and provides evidence that such resignation satisfies the Guarantor (in the case of the Guarantor, as evidenced by a letter to the Trustee, after consulting with the NIMS Insurer)Rating Agency Condition; provided, however, that no such resignation by the Master Servicer shall become effective until such successor Master Servicer or, in the case of (i) above, the Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor Master Servicer in accordance with Section 7.02. Any such resignation shall not relieve in any way affect the Master Servicer of responsibility for Guarantor's obligations hereunder or under any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Master Servicerother Transaction Document. Any such determination permitting the resignation of the Master Servicer pursuant shall be evidenced as to clause (ia)(i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Company, the Trustee and each Funding Agent. No such resignation shall become effective until the Servicer Guarantor, or in the event of a default under the Servicing Guarantee, a Successor Master Servicer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 6.02. The Trustee, the Guarantor Company, each Funding Agent and each Rating Agency shall be notified of such resignation (or termination) by the NIMS InsurerMaster Servicer.

Master Servicer Not to Resign. Subject to the provisions of Section 7.01 and Section 6.02, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or 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 (ii) if the Master Servicer has proposed a successor Master Servicer to the Trustee and the Guarantor in writing and such proposed successor Master Servicer is reasonably acceptable to the Trustee and the Guarantor (in the case upon satisfaction of the Guarantor, as evidenced by following condition: each Rating Agency shall have delivered a letter to the Trustee, after consulting with Trustee prior to the NIMS Insurer)appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect; provided, however, that no such resignation by the Master Servicer shall become effective until such successor Master Servicer master servicer or, in the case of (i) above, the Trustee shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or the Trustee shall have designated a successor Master Servicer master servicer in accordance with Section 7.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 7.01 and 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 such effect delivered to the Trustee, the Guarantor and the NIMS Insurer.

Master Servicer Not to Resign. Subject to the provisions of Section 7.01 and Section 6.025.3 regarding the merger or consolidation of the Master Servicer into or with another entity, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that the performance of its duties or obligations or duties hereunder are is no longer permissible under applicable law or regulation or are in material conflict by reason of applicable law or regulation with any other activities carried on by it or its subsidiaries or 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 (ii) if the Master Servicer has proposed a successor Master Servicer to the Trustee and the Guarantor in writing and such proposed successor Master Servicer is reasonably acceptable to the Trustee and the Guarantor (in the case of the Guarantor, as evidenced by a letter to the Trustee, after consulting with the NIMS Insurer); provided, however, that no such resignation by the Master Servicer shall become effective until such successor Master Servicer or, in the case of (i) above, the Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor Master Servicer in accordance with Section 7.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Master ServicerAgreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above this Section shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeDepositor, the Guarantor Trustee [and the NIMS Bond Insurer] obtained by the Master Servicer at its own expense. No resignation pursuant to this Section 5.5(a) shall become effective until the Trustee or a successor servicer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 6.2 or (b) shall relieve the Master Servicer of responsibility for any obligations pursuant to this Agreement that specifically survive the resignation or termination of the Master Servicer. Each of the Rating Agencies shall be given written notice of a resignation of the Master Servicer pursuant to this Section. Notwithstanding the foregoing, the Master Servicer may resign effective upon its appointment of a successor the appointment of whom has been approved by the [Bond Insurer and] the Trustee in writing, but only if each Rating Agency shall have confirmed in writing that the appointment of such successor will not result in the downgrading of the then-current implied ratings assigned by them to the Bonds [(without taking into account the Bond Insurance Policy)].