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

Limitation on Resignation of the 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 reasonably acceptable to the Trustee and the NIMS Insurer upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination described in (b) above permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder. Any resignation of the Master Servicer shall result in the automatic resignation of the Securities Administrator.

Limitation on Resignation of the 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 reasonably acceptable to the Trustee and the NIMS Insurer upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination described in (b) above permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a another successor master servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities and obligations hereunder. Any resignation of the Master Servicer shall result in the automatic resignation of the Securities Administrator.

Limitation on Resignation of the 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 reasonably acceptable to the Trustee and the NIMS Insurer upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination described in (b) above permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder. Any resignation of the Master Servicer shall result in the automatic resignation of the Securities Administrator.

Limitation on Resignation of the 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 reasonably acceptable to the Trustee and the NIMS Insurer upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination described in (b) above permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities and obligations hereunder. Any resignation of the Master Servicer shall result in the automatic resignation of the Securities Administrator.

Limitation on Resignation of the 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 reasonably acceptable to the Trustee and the NIMS Insurer upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable lawlaw or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer, the Swap Administrator and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Senior Certificates and Subordinate Certificates. Any such determination described in pursuant to clause (bi) above of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the TrusteeTrustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer 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. Any resignation or removal of the initial Master Servicer shall will result in the automatic resignation removal of the Securities initial Trust Administrator.

Limitation on Resignation of the 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 reasonably acceptable to the Trustee and the NIMS Insurer upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (bi) upon determination that its duties hereunder are no longer permissible under applicable lawlaw or (ii) with written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trust Administrator, the Master Servicer and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of any Class of Senior Certificates and Subordinate Certificates. Any such determination described in pursuant to clause (bi) above of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel (to such effect obtained at the expense of the resigning Master Servicer) to such effect Servicer and delivered to the TrusteeTrustee and the Trust Administrator. No such resignation of the Master Servicer shall become effective until a successor master servicer reasonably acceptable to the Trustee or a successor servicer 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. Any resignation or removal of the initial Master Servicer shall will result in the automatic resignation removal of the Securities initial Trust Administrator.

Limitation on Resignation of the 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 reasonably acceptable to the Trustee and the NIMS Insurer upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates (without regard to the Class II-A1D2 Policy) or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination described in (b) above permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's ’s responsibilities, duties, liabilities and obligations hereunder. Any resignation of the Master Servicer shall result in the automatic resignation of the Securities Administrator.