Common use of Resignation of the Master Servicer or the Special Servicer Clause in Contracts

Resignation of the Master Servicer or the Special Servicer. (a) Each of the Master Servicer and the Special Servicer may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of the Master Servicer or the Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator, the Subordinate Class Representative and the Majority Subordinate Certificateholder (and each affected Serviced Companion Loan Holder). Unless applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 6.05 or Section 7.02 hereof; provided that, if no successor to the Master Servicer or the Special Servicer, as the case may be, shall have been so appointed and have accepted appointment within ninety (90) days after the Master Servicer or the Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto.

Resignation of the Master Servicer or the Special Servicer. (a) Each of the Master Servicer and the Special Servicer may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of the Master Servicer or the Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator, the Subordinate Class Representative and the Majority Subordinate Certificateholder (and each affected Serviced Pari Passu Companion Loan Holder). Unless applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 6.05 or Section 7.02 hereof; provided that, if no successor to the Master Servicer or the Special Servicer, as the case may be, shall have been so appointed and have accepted appointment within ninety (90) days after the Master Servicer or the Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto.

Resignation of the Master Servicer or the Special Servicer. (a) Each of the Master Servicer and the Special Servicer may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of the such Master Servicer or the such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the such Master Servicer or the such Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of the that Master Servicer or the that Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator, the Subordinate Class Representative and the Majority Subordinate Certificateholder (and each affected Serviced Pari Passu Companion Loan Holder). Unless applicable law requires the resignation of the such Master Servicer or the such Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 6.05 or Section 7.02 hereof; provided that, if no successor to the such Master Servicer or the such Special Servicer, as the case may be, shall have been so appointed and have accepted appointment within ninety (90) days after the such Master Servicer or the such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto.

Resignation of the Master Servicer or the Special Servicer. (a) Each Subject to the provisions of Section 6.04, neither the Master Servicer and nor the Special Servicer may shall resign from the its obligations and duties hereby imposed on it, hereunder except upon (a) a determination that its such party's duties hereunder are no longer permissible under applicable law or are in material conflict by reason (b) upon the appointment of, and the acceptance of applicable law with any other activities carried on by it (such appointment by, a successor to the other activities of the resigning Master Servicer or the Special Servicer, as applicable, and, at the case may be, so causing such a conflict being expense of a type and nature carried on by the resigning Master Servicer or the Special Servicer, as applicable, receipt by the case may beTrustee of written confirmation from each applicable Rating Agency that such resignation and appointment will not cause such Rating Agency to downgrade, at withdraw or qualify any of the date then-current ratings assigned by such Rating Agency to any Class of this Agreement)Certificates. Any such determination requiring permitting the resignation of the Master Servicer or the Special Servicer pursuant to above clause (a) of the preceding sentence shall be evidenced by an Opinion of Counsel (the cost of which, together with any other expenses of such resignation, shall be at the expense of the resigning party) to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator, the Subordinate Class Representative and the Majority Subordinate Certificateholder (and each affected Serviced Companion Loan Holder). Unless applicable law requires the No such resignation of by the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other another successor thereto shall have assumed the resigning Master Servicer's or Special Servicer's, as applicable, responsibilities and obligations of the resigning party in accordance with Section 6.05 or Section 7.02 hereof; provided that, if no successor 7.02. This section shall not apply to any "deemed resignation" imposed under any other section of this Agreement except to the Master Servicer or the Special Servicer, as the case may be, shall have been so appointed and have accepted appointment within ninety (90) days after the Master Servicer or the Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor theretoextent expressly set forth in that other section.

Resignation of the Master Servicer or the Special Servicer. (a) Each of the The Master Servicer and the Special Servicer may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of the such Master Servicer or the such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the such Master Servicer or the such Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of the Master Servicer or the Special Servicer Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator, the Subordinate Class Representative and the Majority Subordinate Certificateholder (and each affected Serviced Companion Loan Holder). Unless applicable law requires the resignation of the Master Servicer Servicer's or the Special Servicer Servicer's (as the case may be) resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 6.05 6.04(b) or Section 7.02 hereof; provided that, if no successor to the Master Servicer master servicer or the Special Servicerspecial servicer, as the case may beapplicable, shall have been so appointed and have accepted appointment within ninety (90) 90 days after the such Master Servicer or the such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may beapplicable, may petition any court of competent jurisdiction for the appointment of a successor thereto.