Common use of Limitation on Resignation of Master Servicer Clause in Contracts

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, without regard to the guaranty provided by the Policies, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Except as provided in Section 6.02, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment by the Depositor of a successor master servicer reasonably satisfactory to the Trustee and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, law or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, without regard to the guaranty provided by the Policies, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, law or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (bi) upon determination that its duties hereunder are no longer permissible under applicable law, law or (cii) pursuant with the written confirmation from each Rating Agency (which confirmation shall be furnished to Section 6.05the Issuer and the Indenture Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of the Notes. Any such determination under pursuant to clause (bi) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerIndenture Trustee. No such resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor master servicer acceptable to appointed by the NIMS Insurer, Indenture Trustee shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer and the Certificate Insurer, shall have assumed the Master Servicer’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.057.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer and the Group I Certificate Insurer, shall have assumed the Master Servicer’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the Certificate Insurer and the NIMS Insurer, shall have assumed the Master Servicer’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, law or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and in form and substance acceptable to the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (bi) upon determination that its duties hereunder are no longer permissible under applicable law, law or (cii) pursuant upon appointment of a successor servicer that is reasonably acceptable to Section 6.05the Trustee and the NIM Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee and the NIM Insurer) that such resignation will not cause such Rating Agency to reduce the then-current rating of the Certificates (such determination to be made without regard to the Class AF-5B Policy). Any such determination under pursuant to clause (bi) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of Master Servicer. The Except as provided in Section 6.02, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment by the Depositor of a successor master servicer reasonably satisfactory to the Trustee and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except upon (ax) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, law or (cy) pursuant compliance with the following requirements: (i) the Master Servicer has proposed a successor to Section 6.05the Trustee and the Certificate Insurer has consented thereto; and (ii) the successor is qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Certificate Insurer. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to such appointment designated by the NIMS Insurer, Certificate Insurer shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the CertificatesCertificates without regard to the guaranty provided by the Class A-8 Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the CertificatesCertificates without regard to the guaranty provided by the Class A-3 or Class A-4 Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, without regard to the guaranty provided by the Class A-4 Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, without regard to the guaranty provided by the Class A-9 Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (bi) upon determination that its duties hereunder are no longer permissible under applicable law, law or (cii) pursuant upon appointment of a successor servicer that is reasonably acceptable to Section 6.05the Trustee and the NIM Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee and the NIM Insurer) that such resignation will not cause such Rating Agency to reduce the then-current rating of the Certificates (such determination to be made without regard to the Class AF-5B Policy). Any such determination under pursuant to clause (bi) of the preceding sentence permitting the 164 resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, without regard to the guaranty provided by the Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, Certificates without regard to the guaranty provided by the Class 1-A-2 Policy or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except upon (ax) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, law or (cy) pursuant compliance with the following requirements: (i) the Master Servicer has proposed a successor to Section 6.05the Trustee and the Trustee has consented thereto (such consent not to be withheld unreasonably; (ii) the successor is qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC; and (iii) each Rating Agency shall have delivered to the Trustee written confirmation that the appointment of such successor will not result in the qualification, reduction or withdrawal of the then-current ratings assigned by such Rating Agency to any of the Certificates. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, such appointment shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the CertificatesCertificates (determined without regard to the Certificate Insurance Policies), or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee Trustee, the Certificate Insurer and the NIMS Insurer. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer and the Certificate Insurer, shall have assumed the Master Servicer’s responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (bi) upon determination that its duties hereunder are no longer permissible under applicable law, law or (cii) pursuant upon appointment of a successor servicer that is reasonably acceptable to Section 6.05the Trustee and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of the Certificates. Any such determination under pursuant to clause (bi) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations hereunderunder this Agreement.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the CertificatesCertificates without regard to the guaranty provided by the Class A-4 Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the CertificatesCertificates without regard to the guaranty provided by the Class A-4 Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.. EXECUTION COPY

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the CertificatesCertificates without regard to the guaranty provided by the Class A-12 Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.

Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the CertificatesCertificates without regard to the guaranty provided by the Class A-3 Policy, or (b) upon determination that its duties hereunder are no longer permissible under applicable law, or (c) pursuant to Section 6.05. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS InsurerTrustee. No such resignation shall become effective until the Trustee or a successor master servicer acceptable to the NIMS Insurer, shall have assumed the Master Servicer’s 's responsibilities, duties, liabilities and obligations hereunder.