Common use of Resignation of Master Servicer Clause in Contracts

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that 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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s '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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear bears all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) Sections 4.14 and 4.16 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that 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 itit and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion independent Opinion of counsel Counsel to such effect delivered to the Issuer, the Depositor, the Seller and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee shall have assumed, or a successor master servicer designated Successor Master Servicer shall have been appointed by the Trustee, with the consent of the Depositor Indenture Trustee and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the other parties to this AgreementIndenture Trustee. The If, at any time, the Master Servicer shall bear all costs associated with its resignation and the transfer of servicing resigns under this Section 8.22(a). Notwithstanding the foregoing4.15, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties transfers or assigns its rights and obligations of the Master Servicer under this Agreement. If the Trustee Section 4.16, or an agent of the Trustee assumes the duties and obligations of the is removed as Master Servicer pursuant to this Section 8.22(a)6.03, then at such time Wxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent and Note Registrar. In such event, the obligations of each such party shall be assumed by the Indenture Trustee or such agent Successor Master Servicer appointed by the Indenture Trustee (subject to the provisions of Section 6.04); provided, however, the Indenture Trustee shall be permitted have the same right to resign appoint, or petition a court to appoint, a successor Securities Administrator, Paying Agent or Note Registrar as master servicer if it has been replaced by pursuant to Section 6.04 with respect to a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveMaster Servicer.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that 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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) Sections 3.39 and 3.41 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that 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 itit and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion independent Opinion of counsel Counsel to such effect delivered to the Issuer, the Depositor, the Seller and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee shall have assumed, or a successor master servicer designated Successor Master Servicer shall have been appointed by the Trustee, with Sponsor or the consent of the Depositor Indenture Trustee and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementIndenture Trustee. The If, at any time, the Master Servicer shall bear all costs associated with its resignation and the transfer of servicing resigns under this Section 8.22(a). Notwithstanding the foregoing3.40, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties transfers or assigns its rights and obligations of the Master Servicer under this Agreement. If the Trustee Section 4.16, or an agent of the Trustee assumes the duties and obligations of the is removed as Master Servicer pursuant to this Section 8.22(a)6.07, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Custodian, Paying Agent and Note Registrar. In such event, the obligations of each such party shall be assumed by the Indenture Trustee or such agent Successor Master Servicer appointed by the Indenture Trustee (subject to the provisions of Section 6.07); provided, however, the Indenture Trustee shall be permitted have the same right to resign appoint, or petition a court to appoint, a successor Securities Administrator, Paying Agent or Note Registrar as master servicer if it has been replaced by pursuant to Section 6.07 with respect to a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveMaster Servicer.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that 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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.this

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) Sections 4.14 and 4.16 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that 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 itit and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion independent Opinion of counsel Counsel to such effect delivered to the Depositor, the Seller and the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a successor master servicer designated Successor Master Servicer shall have been appointed by the Trustee, with the consent of the Depositor Trustee and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the other parties to this AgreementTrustee. The If, at any time, the Master Servicer shall bear all costs associated with its resignation and the transfer of servicing resigns under this Section 8.22(a). Notwithstanding the foregoing4.15, if the or transfers or assigns its rights and obligations under Section 4.16, or is removed as Master Servicer pursuant to Section 8.03, then at such time Wxxxx Fargo Bank, N.A. also shall cease resign (and shall be entitled to serve resign) as such in accordance with this Section 8.22(a) Securities Administrator, Paying Agent and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer Certificate Registrar under this Agreement. If In such event, the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), each such party shall be assumed by the Trustee or such agent Successor Master Servicer appointed by the Trustee (subject to the provisions of Section 8.04); provided, however, the Trustee shall be permitted have the same right to resign appoint, or petition a court to appoint, a successor Securities Administrator, Paying Agent or Certificate Registrar as master servicer if it has been replaced by pursuant to Section 8.04 with respect to a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveMaster Servicer.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s '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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all out-of-pocket fees and costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that 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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until (i) a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and Agreement, (ii) the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Communication and (iii) the Trustee shall have obtained a Rating Agency Confirmation from S&P. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the applicable criteria in the fourth (4th) preceding sentence aboveSection 8.22(b).

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s '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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's ccxxi responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all out-of-pocket fees and costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(bsubsections (b) and (d) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines except (a) upon appointment of a successor servicer acceptable to FSA (after consultation with the Indenture Trustee) and receipt by the Indenture Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the Master Servicer’s rating of any of the Bonds (without regard to the FSA Policy) and with the prior written consent of FSA, or (b) upon determination that its 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 itlaw. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Indenture Trustee, the Issuer and FSA, which Opinion of Counsel shall be reasonably acceptable to the Indenture Trustee, the Issuer and FSA. No such resignation shall become effective until the Indenture Trustee (if it is a different entity than the Master Servicer at the time, such an entity being referred to as a `Separate Indenture Trustee") shall have assumed, or a successor master servicer designated shall have been appointed as directed by the Trustee, FSA (after consultation with the consent of the Depositor Separate Indenture Trustee) and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation Indenture Trustee, FSA and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveIssuer.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s '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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given 246 promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all out-of-pocket fees and costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) Sections 3.39 and 3.41 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s '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 itit and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion independent Opinion of counsel Counsel to such effect delivered to the Issuer, the Depositor, the Seller and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee shall have assumed, or a successor master servicer designated Successor Master Servicer shall have been appointed by the Trustee, with Sponsor or the consent of the Depositor Indenture Trustee and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementIndenture Trustee. The If, at any time, the Master Servicer shall bear all costs associated with its resignation and the transfer of servicing resigns under this Section 8.22(a). Notwithstanding the foregoing3.40, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties transfers or assigns its rights and obligations of the Master Servicer under this Agreement. If the Trustee Section 4.16, or an agent of the Trustee assumes the duties and obligations of the is removed as Master Servicer pursuant to this Section 8.22(a)6.07, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Custodian, Paying Agent and Note Registrar. In such event, the obligations of each such party shall be assumed by the Indenture Trustee or such agent Successor Master Servicer appointed by the Indenture Trustee (subject to the provisions of Section 6.07); provided, however, the Indenture Trustee shall be permitted have the same right to resign appoint, or petition a court to appoint, a successor Securities Administrator, Paying Agent or Note Registrar as master servicer if it has been replaced by pursuant to Section 6.07 with respect to a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveMaster Servicer.

Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s '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. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given 215 promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all out-of-pocket fees and costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.