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

Limitation on Resignation of a Servicer. (a) Subject to Section 6.04(b) below, a Servicer shall not resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer (which may be with respect to all or a portion of the Mortgage Loans), (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 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 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 shall have assumed such Servicer's responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, DLJ Mortgage Capital, Inc. shall be entitled to request that Olympus resign as Servicer and appoint a successor servicer; provided that such entity delivers to the Trustee the letter required by 6.04(a)(i) above.

Limitation on Resignation of a Servicer. (a) Subject to Section 6.04(b) below, a Servicer shall not resign from the obligations and duties hereby imposed on it except (i) (aa)(i) upon appointment appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (which may be with respect to all x) has a net worth of not less than $10,000,000 and (y) is a Xxxxxx Xxx or a portion of the Mortgage Loans), Xxxxxxx Mac approved company in good standing and (bii) receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a qualification, withdrawal or downgrading of the then current rating of any of the Certificates related to the applicable Mortgage Loans 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 PolicyCertificates, or (iib) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (iib) permitting the resignation of a 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 shall have assumed such Servicer's ’s responsibilities, duties, liabilities and obligations hereunderhereunder and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoingforegoing at the Seller’s request, DLJ Mortgage Capitalso long as it is the owner of the servicing rights, Inc. Wilshire, Ocwen or SPS or the Special Servicer shall be entitled to request that Olympus resign as Servicer upon the Seller’s selection and appoint appointment of a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by 6.04(a)(iSection 6.04(a)(ii) above.

Limitation on Resignation of a Servicer. (a) Subject to Section 6.04(b) below, a Servicer shall not resign from the obligations and duties hereby imposed on it except (i) (ai)(a) upon appointment of a successor servicer (which may be with respect to all or a portion of the Mortgage Loans), (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 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 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 shall have assumed such Servicer's ’s responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, DLJ Mortgage Capital, Inc. shall be entitled to request that Olympus resign as Servicer and appoint a successor servicer; provided that such entity delivers to the Trustee the letter required by 6.04(a)(i) above.

Limitation on Resignation of a Servicer. (a) Subject to Section 6.04(b) below, a Servicer shall not resign from the obligations and duties hereby imposed on it except (i) (aa)(i) upon appointment appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (which may be with respect to all x) has a net worth of not less than $15,000,000 and (y) is a FNMA or a portion of the Mortgage Loans)FHLMC approved company in good standing, (bii) receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a qualification, withdrawal or downgrading of the then current rating of any of the Certificates related to the applicable Mortgage Loans and (ciii) receipt by FSA of oral confirmation from each Rating Agency 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 (iib) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (iib) permitting the resignation of a 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 shall have assumed such Servicer's responsibilities, duties, liabilities and obligations hereunderhereunder and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoing, DLJ Mortgage Capital, Inc. either or both of Wilshire and Vesta shall be entitled to request that Olympus resign as Servicer and appoint hereunder upon request by the Seller, provided that a successor servicer; provided servicer has been appointed by the Seller that such entity delivers to satisfies all of the Trustee the letter required by 6.04(a)(irequirements of Section 6.04(a) above.

Limitation on Resignation of a Servicer. (a) Subject to Section 6.04(b) below, a Servicer shall not resign from the obligations and duties hereby imposed on it except (i) (a) upon appointment of a successor servicer (which may be with respect to all or a portion of the Mortgage Loans), (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 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 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 shall have assumed such Servicer's responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, DLJ Mortgage Capital, Capital Inc. shall be entitled to request that Olympus Vesta resign as Servicer servicer and appoint a successor servicer; provided that such entity delivers to the Trustee the letter required by 6.04(a)(i) above.

Limitation on Resignation of a Servicer. (a) Subject to Section 6.04(b) below, a Servicer shall not resign from the obligations and duties hereby imposed on it except (i) (aa)(i) upon appointment appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (which may be with respect to all x) has a net worth of not less than $10,000,000 and (y) is a FNMA or a portion of the Mortgage Loans)FHLMC approved company in good standing, (bii) receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a qualification, withdrawal or downgrading of the then current rating of any of the Certificates related to the applicable Mortgage Loans and (ciii) 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 (iib) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (iib) permitting the resignation of a 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 shall have assumed such Servicer's responsibilities, duties, liabilities and obligations hereunderhereunder and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoing, DLJ Mortgage Capitalthe Seller, Inc. as owner of the servicing rights with respect to the Wilshire Serviced Loans, or any subsequent owner of such servicing rights, shall be entitled to request require that Olympus Wilshire resign as Servicer and appoint a successor servicerservicer with respect to the Wilshire Serviced Loans; provided that such entity delivers to the Trustee the letter required by 6.04(a)(iSection 6.04(a)(ii) above.. 117

Limitation on Resignation of a Servicer. (a) Subject to Section 6.04(b) below, a Servicer shall not resign from the obligations and duties hereby imposed on it except (i) (ai)(a) upon appointment of a successor servicer (which may be with respect to all or a portion of the Mortgage Loans), (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 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 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 shall have assumed such Servicer's ’s responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding the foregoing, DLJ Mortgage Capital, Inc. shall be entitled to request that Olympus Xxxxxxx resign as Servicer and appoint a successor servicer; provided that such entity delivers to the Trustee the letter required by 6.04(a)(i) above.