Primary Servicer Not to Resign. The Primary Servicer shall not resign from the obligations and duties hereby imposed on it except by sixty (60) days prior written notice to the Master Servicer, or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Primary Servicer. Any such determination permitting the resignation of the Primary Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer, which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer.
Primary Servicer Not to Resign. The Primary Servicer shall not resign from the obligations and duties hereby imposed on it except by sixty (60) days prior written notice to the Master Servicer, or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Primary Servicer. Any such determination permitting the resignation of the Primary Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer, which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer. In addition, the Primary Servicer shall have the right to resign or assign its servicing rights at any other time without consent by the Master Servicer; provided that (i) a willing successor thereto (including any such successor proposed by the Primary Servicer) reasonably acceptable to the Master Servicer and meeting any requirements set forth in the Pooling and Servicing Agreement has been identified, (ii) the Primary Servicer pays all costs and expenses in connection with such transfer, and (iii) the successor accepts appointment prior to the effectiveness of such resignation or assignment.
Primary Servicer Not to Resign. The Primary Servicer shall not be permitted to resign from the obligations and duties hereby imposed on it or to assign this Agreement, except (a) upon determination that such obligations and duties hereunder are no longer permissible under applicable law (and cannot be cured by the Primary Servicer or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities so causing a conflict being of a type and nature carried on by it at the date of this Agreement); or (b) upon the mutual written consent of the Master Servicer and the Primary Servicer, no later than thirty (30) days prior to the proposed resignation date. Any such determination of the nature described in clause (a) of the preceding sentence permitting the resignation of the Primary Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Master Servicer. The Primary Servicer shall not, without the written consent of the Master Servicer, 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 it hereunder; provided, however, that the Primary Servicer may contract with a third party to perform the property inspections it is required to perform hereunder, without relieving the Primary Servicer of any liability hereunder.
