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

Limitation on Resignation of a Servicer or the Master Servicer. (a) Subject to Sections 6.04(b) and (c) below, neither a Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer or successor master servicer, as applicable (which may be with respect to all or a portion of the Mortgage Loans) and (b) 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 related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of a Servicer or 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 the Trustee or a successor servicer or a successor master servicer shall have assumed such Servicer’s or the Master Servicer’s, respectively, responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, at DLJMC’s request, so long as it is the owner of the related servicing rights, a Servicer or the Master Servicer shall resign upon the selection and appointment of a successor servicer or successor master servicer, respectively; provided that the Seller delivers to the Trustee the letter required by 6.04(a)(i) above. To the extent that the compensation of any such successor servicer exceeds the Servicing Fee Rate of the Servicer that has resigned, in accordance with Section 7.02, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee in an amount equal to the excess of the Servicing Fee for the successor to such Servicer over the Servicing Fee due to WFBNA or Ocwen, as applicable. (c) Notwithstanding anything in this Agreement to the contrary, each party hereto expressly agrees and acknowledges that on the later of (x) the date that the servicing of the last Designated Mortgage Loan has been transferred to WFBNA and (y) the date that DLJMC repurchases or substitutes for the last Designated Mortgage Loan pursuant to Section 2.03(b), WFBNA will be deemed to have resigned as Master Servicer and all duties and obligations of the Master Servicer with respect to this Agreement shall cease and the Master Servicer shall no longer have any responsibility with respect to the Designated Mortgage Loans. For the avoidance of doubt, the letter required pursuant to Section 6.04(a)(i) shall not be required to effect the resignation of WFBNA as Master Servicer.

Limitation on Resignation of a Servicer or the Master Servicer. (a) Subject to Sections 6.04(b) and (c) below, neither a Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer or successor master servicer, as applicable (which may be with respect to all or a portion of the Mortgage Loans) and (b) 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 related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of a Servicer or 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 the Trustee or a successor servicer or a successor master servicer shall have assumed such Servicer’s or the Master Servicer’s, respectively, responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, at DLJMC’s request, so long as it is the owner of the related servicing rights, a Servicer or the Master Servicer shall resign upon the selection and appointment of a successor servicer or successor master servicer, respectively; provided that the Seller delivers to the Trustee the letter required by 6.04(a)(i) above. To the extent that the compensation of any such successor servicer exceeds the Servicing Fee Rate of the Servicer that has resigned, in accordance with Section 7.02, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee in an amount equal to the excess of the Servicing Fee for the successor to such Servicer over the Servicing Fee due to WFBNA or Ocwen, as applicablesuch Servicer that has resigned. (c) Notwithstanding anything in this Agreement to the contrary, each party hereto expressly agrees and acknowledges that on the later of (x) the date that the servicing of the last Designated Mortgage Loan has been transferred to WFBNA and (y) the date that DLJMC repurchases or substitutes for the last Designated Mortgage Loan pursuant to Section 2.03(b), WFBNA will be deemed to have resigned as Master Servicer and all duties and obligations of the Master Servicer with respect to this Agreement shall cease and the Master Servicer shall no longer have any responsibility with respect to the Designated Mortgage Loans. For the avoidance of doubt, the letter required pursuant to Section 6.04(a)(i) shall not be required to effect the resignation of WFBNA as Master Servicer.

Limitation on Resignation of a Servicer or the Master Servicer. (a) Subject to Sections 6.04(b) and (c) below, neither a Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer or successor master servicer, as applicable applicable, (which may be with respect to all or a portion of the Mortgage Loans) and ), (b) 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 related to the applicable Mortgage LoansLoans and (c) receipt by FSA of oral confirmation from each Rating Agency that the rating assigned to any of the Certificates related to the applicable Mortgage Loans is given without regard to the FSA Policy, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of a Servicer or 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 the Trustee or a successor servicer or a successor master servicer shall have assumed such Servicer’s or the Master Servicer’s, respectively, responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, at DLJMC’s request, so long as it is the owner of the related servicing rights, a Servicer or the Master Servicer shall resign upon the selection and appointment of a successor servicer or successor master servicer, respectively; provided that the Seller delivers to the Trustee the letter required by 6.04(a)(i) above. To the extent that the compensation of any such successor servicer exceeds the Servicing Fee Rate of the Servicer that has resigned, in accordance with Section 7.02, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee in an amount equal to the excess of the Servicing Fee for the successor to such the Servicer over the Servicing Fee due to WFBNA or Ocwen, as applicablesuch Servicer that has resigned. (c) Notwithstanding anything in this Agreement to the contrary, each party hereto expressly agrees and acknowledges that on the later of (x) the date that the servicing of the last Designated Mortgage Loan has been transferred to WFBNA WFHMI and (y) the date that DLJMC repurchases or substitutes for the last Designated Mortgage Loan pursuant to Section 2.03(b), WFBNA will be deemed to have resigned Xxxxx Fargo shall resign as Master Servicer and all duties and obligations of the Master Servicer with respect to this Agreement shall cease and the Master Servicer shall no longer have any responsibility with respect to the Designated Mortgage Loans. For the avoidance of doubt, the letter required pursuant to Section 6.04(a)(i) shall not be required to effect the resignation of WFBNA Xxxxx Fargo as Master Servicer.

Limitation on Resignation of a Servicer or the Master Servicer. (a) Subject to Sections 6.04(b) and (c) below, neither a Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer or successor master servicer, as applicable (which may be with respect to all or a portion of the Mortgage Loans) and (b) 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 related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of a Servicer or 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 the Trustee or a successor servicer or a successor master servicer shall have assumed such Servicer’s or the Master Servicer’s, respectively, responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, at DLJMC’s request, so long as it is the owner of the related servicing rights, a Servicer or the Master Servicer shall resign upon the selection and appointment of a successor servicer or successor master servicer, respectively; provided that the Seller delivers to the Trustee the letter required by 6.04(a)(i) above. To the extent that the compensation of any such successor servicer exceeds the Servicing Fee Rate of the Servicer that has resigned, in accordance with Section 7.02, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee in an amount equal to the excess of the Servicing Fee for the successor to such Servicer over the Servicing Fee due to WFBNA or Ocwen, as applicableWFBNA. (c) Notwithstanding anything in this Agreement to the contrary, each party hereto expressly agrees and acknowledges that on the later of (x) the date that the servicing of the last Designated Mortgage Loan has been transferred to WFBNA and (y) the date that DLJMC repurchases or substitutes for the last Designated Mortgage Loan pursuant to Section 2.03(b), WFBNA will be deemed to have resigned as Master Servicer and all duties and obligations of the Master Servicer with respect to this Agreement shall cease and the Master Servicer shall no longer have any responsibility with respect to the Designated Mortgage Loans. For the avoidance of doubt, the letter required pursuant to Section 6.04(a)(i) shall not be required to effect the resignation of WFBNA as Master Servicer.

Limitation on Resignation of a Servicer or the Master Servicer. (a) Subject to Sections 6.04(b) and (c) below, neither a Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer or successor master servicer, as applicable applicable, (which may be with respect to all or a portion of the Mortgage Loans) and (b) 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 related to the applicable Mortgage Loans, and (c) receipt by the Certificate Insurer of oral confirmation from each Rating Agency that the rating assigned to any of the Certificates related to the applicable Mortgage Loans is given without regard to the Certificate Insurance Policy, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of a Servicer or 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 the Trustee or a successor servicer or a successor master servicer shall have assumed such Servicer’s or the Master Servicer’s, respectively, responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, at DLJMC’s request, so long as it is the owner of the related servicing rights, a Servicer or the Master Servicer shall resign upon the selection and appointment of a successor servicer or successor master servicer, respectively; provided that the Seller delivers to the Trustee the letter required by 6.04(a)(i) above. To the extent that the compensation of any such successor servicer exceeds the Servicing Fee Rate of the Servicer that has resigned, in accordance with Section 7.02, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee in an amount equal to the excess of the Servicing Fee for the successor to such Servicer over the Servicing Fee due to WFBNA or Ocwen, as applicablesuch Servicer that has resigned. (c) Notwithstanding anything in this Agreement to the contrary, each party hereto expressly agrees and acknowledges that on the later of (x) the date that the primary servicing of the last Designated Mortgage Loan has been transferred to WFBNA and (y) the date that DLJMC repurchases or substitutes for the last Designated Mortgage Loan pursuant to Section 2.03(b), WFBNA will be deemed to have resigned as Master Servicer and all duties and obligations of the Master Servicer with respect to this Agreement shall cease and the Master Servicer shall no longer have any responsibility with respect to the Designated Mortgage Loans. For the avoidance of doubt, the letter required pursuant to Section 6.04(a)(i) shall not be required to effect the resignation of WFBNA as Master Servicer.

Limitation on Resignation of a Servicer or the Master Servicer. (a) Subject to Sections 6.04(b) and (c) below, neither a Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer or successor master servicer, as applicable applicable, (which may be with respect to all or a portion of the Mortgage Loans) and ), (b) 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 related to the applicable Mortgage LoansLoans and (c) receipt by FSA of oral confirmation from each Rating Agency that the rating assigned to any of the Certificates related to the applicable Mortgage Loans is given without regard to the FSA Policy, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of a Servicer or 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 the Trustee or a successor servicer or a successor master servicer shall have assumed such Servicer’s or the Master Servicer’s, respectively, responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, at DLJMC’s request, so long as it is the owner of the related servicing rights, a Servicer or the Master Servicer shall resign upon the selection and appointment of a successor servicer or successor master servicer, respectively; provided that the Seller delivers to the Trustee the letter required by 6.04(a)(i) above. To the extent that the compensation of any such successor servicer exceeds the Servicing Fee Rate of the Servicer that has resigned, in accordance with Section 7.02, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee in an amount equal to the excess of the Servicing Fee for the successor to such the Servicer over the Servicing Fee due to WFBNA or Ocwen, as applicablesuch Servicer that has resigned. (c) Notwithstanding anything in this Agreement to the contrary, each party hereto expressly agrees and acknowledges that on the later of (x) the date that the servicing of the last Designated Mortgage Loan has been transferred to WFBNA WFHMI and (y) the date that DLJMC repurchases or substitutes for the last Designated Mortgage Loan pursuant to Section 2.03(b), WFBNA will be deemed to have resigned Xxxxx Fargo shall resign as Master Servicer and all duties and obligations of the Master Servicer with respect to this Agreement shall cease and the Master Servicer shall no longer have any responsibility with respect to the Designated Mortgage Loans. For the avoidance of doubt, the letter required pursuant to Section 6.04(a)(i) shall not be required to effect the resignation of WFBNA Xxxxx Fargo as Master Servicer.

Limitation on Resignation of a Servicer or the Master Servicer. (a) Subject to Sections 6.04(b) and (c) below, neither a Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer or successor master servicer, as applicable (which may be with respect to all or a portion of the Mortgage Loans) and (b) 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 related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (ii) permitting the resignation of a Servicer or 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 the Trustee or a successor servicer or a successor master servicer shall have assumed such Servicer’s or the Master Servicer’s, respectively, responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, at DLJMC’s request, so long as it is the owner of the related servicing rights, a Servicer or the Master Servicer shall resign upon the selection and appointment of a successor servicer or successor master servicer, respectively; provided that the Seller delivers to the Trustee the letter required by 6.04(a)(i) above. To the extent that the compensation of any such successor servicer exceeds the Servicing Fee Rate of the Servicer that has resigned, in accordance with Section 7.02, each Holder of a Class A-IO-S Certificate hereby agrees to a decrease in the Excess Servicing Fee in an amount equal to the excess of the Servicing Fee for the successor to such Servicer over the Servicing Fee due to WFBNA or Ocwen, as applicable. (c) Notwithstanding anything in this Agreement to the contrary, each party hereto expressly agrees and acknowledges that on the later of (x) the date that the servicing of the last Designated Mortgage Loan has been transferred to WFBNA and (y) the date that DLJMC repurchases or substitutes for the last Designated Mortgage Loan pursuant to Section 2.03(b), WFBNA will be deemed to have resigned as Master Servicer and all duties and obligations of the Master Servicer with respect to this Agreement shall cease and the Master Servicer shall no longer have any responsibility with respect to the Designated Mortgage Loans. For the avoidance of doubt, the letter required pursuant to Section 6.04(a)(i) shall not be required to effect the resignation of WFBNA as Master Servicer. (d) Notwithstanding the foregoing, at DLJMC’s request, the Special Servicer shall resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee the letter required in Section 6.04(a)(i) above.