Common use of Resignation of Master Servicer or WMMSC Clause in Contracts

Resignation of Master Servicer or WMMSC. Except as otherwise provided in Sections 9.05 and 9.07 hereof, neither the Master Servicer nor WMMSC shall resign from their respective obligations and duties hereby imposed unless (a) the respective duties of the Master Servicer and WMMSC 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 or (b) in the case of WMMSC, upon the appointment of a successor to WMMSC and receipt by the Trustee and the Securities Administrator of a letter from each Rating Agency to the effect that such a resignation and appointment will not result in a downgrading or withdrawal of the then current ratings of the Certificates related to the WMMSC Serviced Mortgage Loans. Any such determination permitting the resignation of the Master Servicer or WMMSC, as applicable, shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed pursuant to Section 9.02 and until such successor shall have assumed, the Master Servicer's responsibilities and obligations under this Agreement. No resignation of WMMSC shall become effective until the Master Servicer or a successor servicer shall have assumed WMMSC's responsibilities and obligations under this Agreement and under the related Purchase and Servicing Agreements. Notice of any such resignation shall be given promptly by the Master Servicer or WMMSC, as applicable, and the Depositor to the Trustee. If, at any time, the Master Servicer resigns under this Section 9.06, or transfers or assigns its rights and obligations under Section 9.07, or is removed as Master Servicer pursuant to Section 6.14, then at such time Wells Fargo Bank, National Associaxxxx (or any successor thereto) also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent, Authenticating Agent and Certificate Registrar under this Agreement. In such event, the obligations of each such party shall be assumed by the Trustee or such successor master servicer appointed by the Trustee (subject to the provisions of Section 9.02(a)).

Resignation of Master Servicer or WMMSC. Except as otherwise provided in Sections 9.05 and 9.07 hereof, neither the Master Servicer nor WMMSC shall resign from their respective obligations and duties hereby imposed unless (a) the respective duties of the Master Servicer and WMMSC 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 or (b) in the case of WMMSC, upon the appointment of a successor to WMMSC and receipt by the Trustee and the Securities Administrator of a letter from each Rating Agency to the effect that such a resignation and appointment will not result in a downgrading or withdrawal of the then current ratings of the Certificates related to the WMMSC Serviced Mortgage Loans. Any such determination permitting the resignation of the Master Servicer or WMMSC, as applicable, shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed pursuant to Section 9.02 and until such successor shall have assumed, the Master Servicer's responsibilities and obligations under this Agreement. No resignation of WMMSC shall become effective until the Master Servicer or a successor servicer shall have assumed WMMSC's responsibilities and obligations under this Agreement and under the related Purchase and Servicing Agreements. Notice of any such resignation shall be given promptly by the Master Servicer or WMMSC, as applicable, and the Depositor to the Trustee. If, at any time, the Master Servicer resigns under this Section 9.06, or transfers or assigns its rights and obligations under Section 9.07, or is removed as Master Servicer pursuant to Section 6.14, then at such time Wells Fargo Bank, National Associaxxxx Associxxxxx (or any successor thereto) also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent, Authenticating Agent and Certificate Registrar under this Agreement. In such event, the obligations of each such party shall be assumed by the Trustee or such successor master servicer appointed by the Trustee (subject to the provisions of Section 9.02(a)).. 113

Resignation of Master Servicer or WMMSC. Except as otherwise provided in Sections 9.05 and 9.07 hereof, neither the Master Servicer nor WMMSC shall resign from their respective obligations and duties hereby imposed unless (a) the respective duties of the Master Servicer and WMMSC 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 or (b) in the case of WMMSC, upon the appointment of a successor to WMMSC and receipt by the Trustee and the Securities Administrator of a letter from each Rating Agency to the effect that such a resignation and appointment will not result in a downgrading or withdrawal of the then current ratings of the Certificates related to the WMMSC Serviced Mortgage Loans. Any such determination permitting the resignation of the Master Servicer or WMMSC, as applicable, shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed pursuant to Section 9.02 and until such successor shall have assumed, the Master Servicer's responsibilities and obligations under this Agreement. No resignation of WMMSC shall become effective until the Master Servicer or a successor servicer shall have assumed WMMSC's responsibilities and obligations under this Agreement and under the related Purchase and Servicing Agreements. Notice of any such resignation shall be given promptly by the Master Servicer or WMMSC, as applicable, and the Depositor to the Trustee. 107 If, at any time, the Master Servicer resigns under this Section 9.06, or transfers or assigns its rights and obligations under Section 9.07, or is removed as Master Servicer pursuant to Section 6.14, then at such time Wells Fargo Bank, National Associaxxxx Associxxxxx (or any successor thereto) also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent, Authenticating Agent and Certificate Registrar under this Agreement. In such event, the obligations of each such party shall be assumed by the Trustee or such successor master servicer appointed by the Trustee (subject to the provisions of Section 9.02(a)).

Resignation of Master Servicer or WMMSC. Except as otherwise provided in Sections 9.05 and 9.07 hereof, neither the Master Servicer nor WMMSC shall resign from their respective obligations and duties hereby imposed unless (a) the respective duties of the Master Servicer and WMMSC 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 or (b) in the case of WMMSC, upon the appointment of a successor to WMMSC and receipt by the Trustee and the Securities Administrator of a letter from each Rating Agency to the effect that such a resignation and appointment will not result in a downgrading or withdrawal of the then current ratings of the Certificates related to the WMMSC Serviced Mortgage Loans. Any such determination permitting the resignation of the Master Servicer or WMMSC, as applicable, shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed pursuant to Section 9.02 and until such successor shall have assumed, the Master Servicer's responsibilities and obligations under this Agreement. No resignation of WMMSC shall become effective until the Master Servicer or a successor servicer shall have assumed WMMSC's responsibilities and obligations under this Agreement and under the related Purchase and Servicing Agreements. Notice of any such resignation shall be given promptly by the Master Servicer or WMMSC, as applicable, and the Depositor to the Trustee. If, at any time, the Master Servicer resigns under this Section 9.06, or transfers or assigns its rights and obligations under Section 9.07, or is removed as Master Servicer pursuant to Section 6.14, then at such time Wells Xxxxx Fargo Bank, National Associaxxxx Association (or any successor thereto) also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent, Authenticating Agent and Certificate Registrar under this Agreement. In such event, the obligations of each such party shall be assumed by the Trustee or such successor master servicer appointed by the Trustee (subject to the provisions of Section 9.02(a)).

Resignation of Master Servicer or WMMSC. Except as otherwise provided in Sections 9.05 and 9.07 hereof, neither the Master Servicer nor WMMSC shall resign from their respective obligations and duties hereby imposed unless (a) the respective duties of the Master Servicer and WMMSC 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 or (b) in the case of WMMSC, upon the appointment of a successor to WMMSC and receipt by the Trustee Trustee, the Certificate Insurer and the Securities Administrator of a letter from each Rating Agency to the effect that such a resignation and appointment will not result in a downgrading or withdrawal of the then current ratings of the Certificates (determined without regard to the Class 2-A-4 Policy) related to the WMMSC Serviced Mortgage Loans. Any such determination permitting the resignation of the Master Servicer or WMMSC, as applicable, shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed pursuant to Section 9.02 and until such successor shall have assumed, the Master Servicer's responsibilities and obligations under this Agreement. No resignation of WMMSC shall become effective until the Master Servicer or a successor servicer shall have assumed WMMSC's responsibilities and obligations under this Agreement and under the related Purchase and Servicing Agreements. Notice of any such resignation shall be given promptly by the Master Servicer or WMMSC, as applicable, and the Depositor to the Trustee. If, at any time, the Master Servicer resigns under this Section 9.06, or transfers or assigns its rights and obligations under Section 9.07, or is removed as Master Servicer pursuant to Section 6.14, then at such time Wells Fargo Bank, National Associaxxxx Associxxxxx (or any successor thereto) also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent, Authenticating Agent and Certificate Registrar under this Agreement. In such event, the obligations of each such party shall be assumed by the Trustee or such successor master servicer appointed by the Trustee (subject to the provisions of Section 9.02(a)).