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 (a) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (i) has a net worth of not less than $10,000,000 and (ii) is a FNMA or FHLMC approved company in good standing and 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoing, the Seller, as owner of the servicing rights, or any subsequent owner of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity delivers to the Trustee the letter required by Section 6.04(a)(ii) above. 110

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 (aa)(i) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (ix) has a net worth of not less than $10,000,000 and (iiy) is a FNMA Xxxxxx Xxx or FHLMC Xxxxxxx Mac approved company in good standing and (ii) 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoing, at the Seller’s request, so long as it is the owner of the servicing rights, Wilshire or any subsequent owner Ocwen or the Special Servicer shall resign upon the Seller’s selection and appointment of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above. 110.

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 (aa)(i) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (ix) has a net worth of not less than $10,000,000 and (iiy) is a FNMA Fannie Mae or FHLMC Freddie Mac approved company in good standing and receipt by (ii) xxxxxxt xx the Trustee Xxxxxxe 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoingforegoing and except with respect to any [________] Serviced Loan, at the Seller's request, so long as it is the owner of the servicing rights, [________] or any subsequent owner [________] or the Special Servicer shall resign upon the Seller's selection and appointment of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above. 110.

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 (aa)(i) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (ix) has a net worth of not less than $10,000,000 and (iiy) is a FNMA Fannie Mae or FHLMC Freddie Mac approved company in good standing and receipt by (ii) rxxxxxx xx the Trustee Xxxxxxx 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoingforegoing and except with respect to any [________] Serviced Loan, at the Seller's request, so long as it is the owner of the servicing rights, [________] or any subsequent owner [________] or the Special Servicer shall resign upon the Seller's selection and appointment of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above. 110.

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 (aa)(i) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (ix) has a net worth of not less than $10,000,000 and (iiy) is a FNMA Fannie Mae or FHLMC approved company Fxxxxxx Xxx appxxxxx xompany in good standing and (ii) 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoing, foregoing at the Seller's request, so long as it is the owner of the servicing rights, Wilshire, Ocwen or any subsequent owner the Special Servicer shall resign upon the Seller's selection and appointment of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above. 110.

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 (aa)(i) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (ix) has a net worth of not less than $10,000,000 and (iiy) is a FNMA Fxxxxx Mxx or FHLMC Freddie Mac approved company in good standing and (ii) 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoing, foregoing at the Seller’s request, so long as it is the owner of the servicing rights, Wilshire, Ocwen, SPS or any subsequent owner the Special Servicer shall resign upon the Seller’s selection and appointment of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above. 110.

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 (aa)(i) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (ix) has a net worth of not less than $10,000,000 and (iiy) is a FNMA Fannie Mae or FHLMC Freddie Mac approved company in good standing and receipt (ix) xxxexxx by the Trustee xxx Xxxstee 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoing, at the Seller's request, so long as it is the owner of the servicing rights, Wilshire or any subsequent owner Ocwen shall resign upon the Seller's selection and appointment of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above; and provided further that if Ocwen resigns as Servicer pursuant to this Section 6.04(b), Ocwen shall receive $25 as a deboarding fee for any Mortgage Loan for which Ocwen was the Servicer for less than one year. 110109

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 (aa)(i) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (ix) has a net worth of not less than $10,000,000 and (iiy) is a FNMA Xxxxxx Xxx or FHLMC Xxxxxxx Mac approved company in good standing and (ii) 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoingforegoing and except with respect to any IndyMac Serviced Loan, at the Seller's request, so long as it is the owner of the servicing rights, Wilshire or any subsequent owner Ocwen or the Special Servicer shall resign upon the Seller's selection and appointment of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above. 110.

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 (aa)(i) upon appointment, pursuant to the provisions of Section 7.02, of a successor servicer which (ix) has a net worth of not less than $10,000,000 and (iiy) is a FNMA Fannie Mae or FHLMC Freddie Mac approved company in good standing and receipt (ix) xxxexxx by the Trustee xxx Xxxstee 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, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) 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 and the requirements of Section 7.02 have been satisfied. (b) Notwithstanding the foregoing, at the Seller's request, so long as it is the owner of the servicing rights, Wilshire or any subsequent owner Ocwen shall resign upon the Seller's selection and appointment of the servicing rights, shall be entitled to require that either or both of Wilshire and Vesta resign and appoint a successor servicer; provided that such entity the Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above; and provided further that if Ocwen resigns as Servicer pursuant to this Section 6.04(b), Ocwen shall receive $25 as a deboarding fee for any Mortgage Loan for which Ocwen was the Servicer for less than one year. 110