Common use of Resignation and Removal of Master Servicer Clause in Contracts

Resignation and Removal of Master Servicer. Except as otherwise provided in Sections 8.08 and 8.10 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed by the Trustee and until such successor shall have assumed, the Master Servicer’s responsibilities and obligations under this Trust Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Trustee. In the event that the Master Servicer fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Master Servicer by written instrument, in duplicate, which instrument shall be delivered to the Master Servicer so removed and to the Trustee. In any such event the Trustee shall appoint a successor master servicer by written instrument, in duplicate, which instrument shall be delivered to the Master Servicer so removed, to the Depositor and to the successor master servicer. If the Trustee and Depositor execute such an instrument, then the Trustee shall deliver copies of such instrument to the Certificateholders and each Servicer.

Resignation and Removal of Master Servicer. Except as otherwise provided in Sections 8.08 and 8.10 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed by the Trustee Trustee, at the direction of the Depositor, and until such successor shall have assumed, the Master Servicer’s responsibilities and obligations under this Trust Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Trustee. In the event that the Master Servicer fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Master Servicer by written instrument, in duplicate, which instrument shall be delivered to the Master Servicer so removed and to the Trustee. In any such event the Trustee shall appoint a successor master servicer servicer, at the direction of the Depositor, by written instrument, in duplicate, which instrument shall be delivered to the Master Servicer so removed, to the Depositor and to the successor master servicer. If the Trustee and Depositor execute such an instrument, then the Trustee shall deliver copies of such instrument to the Certificateholders and each Servicer.

Resignation and Removal of Master Servicer. Except as otherwise provided in Sections 8.08 and 8.10 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed by the Trustee and until such successor shall have assumed, the Master Servicer’s responsibilities and obligations under this Trust Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Trustee. In the event that the Master Servicer fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Master Servicer by written instrument, in duplicate, which instrument shall be delivered to the Master Servicer so removed and to the Trustee. In any such event the Trustee shall appoint a successor master servicer by written instrument, in duplicate, which instrument shall be delivered to the Master Servicer so removed, to the Depositor and to the successor master servicer. If the Trustee and Depositor execute such an instrumentinstruments, then the Trustee shall deliver copies of such instrument instruments to the Certificateholders and each Servicer.

Resignation and Removal of Master Servicer. Except as otherwise provided in Sections 8.08 and 8.10 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed by the Trustee Trustee, at the direction of the Depositor, and until such successor shall have assumed, the Master Servicer’s responsibilities and obligations under this Trust Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Trustee. In the event that the Master Servicer fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Master Servicer by written instrument, in duplicate, which instrument shall be delivered to the Master Servicer so removed and to the Trustee. In any such event the Trustee shall appoint a successor master servicer servicer, at the direction of the Depositor, by written instrument, in duplicate, which instrument shall be delivered to the Master Servicer so removed, to the Depositor and to the successor master servicer. If the Trustee and Depositor execute such an instrument, then the Trustee shall deliver copies of such instrument to the Certificateholders and each the Servicer.