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

Limitation on Resignation of a Servicer. (a) None of the Servicers shall assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of such Servicer, the Depositor and the Trustee or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by such Servicer. Any such determination permitting the resignation of a Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. (b) Notwithstanding anything to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender. No such pledge shall reduce or otherwise affect Ocwen's obligations under this Agreement.

Limitation on Resignation of a Servicer. (a) None of Subject to Section 6.04(b) below, the Servicers Servicer shall assign this Agreement or not resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor servicer (which may be with respect to all or a portion of the Mortgage Loans), and receipt by mutual consent of such Servicer, the Depositor and 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 the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by such Servicerlaw. Any such determination permitting the resignation of a Servicer under clause (ii) above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed such the Servicer's responsibilities responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding anything the foregoing, DLJ Mortgage Capital Inc. shall be entitled to request that the Servicer resign and appoint a successor servicer; provided that such entity delivers to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender. No such pledge shall reduce or otherwise affect Ocwen's obligations under this AgreementTrustee the letter required by 6.04(a)(i) above.

Limitation on Resignation of a Servicer. (a) None of the Servicers Subject to Section 6.04(b) below, a Servicer shall assign this Agreement or not resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor servicer or special servicer (which may be with respect to all or a portion of the Special Serviced Mortgage Loans), and receipt by mutual consent of such Servicer, the Depositor and 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 the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by such Servicerlaw. Any such determination under clause (ii) permitting the resignation of a Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed such Servicer's responsibilities or the Special Servicer's responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding anything the foregoing and only with respect to the contrary hereinMortgage Loans the servicing rights to which are held by DLJ Mortgage Capital, Ocwen may pledge or assign as collateral all its rightsInc., title DLJ Mortgage Capital, Inc. shall be entitled to request that a Servicer resign and interest under this Agreement appoint a successor servicer; provided that such entity delivers to a lender. No such pledge shall reduce or otherwise affect Ocwen's obligations under this Agreementthe Trustee the letter required by 6.04(a)(i) above.

Limitation on Resignation of a Servicer. (a) None of Subject to Section 6.04(b) below, the Servicers Servicer shall assign this Agreement or not resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor servicer (which may be with respect to all or a portion of the Mortgage Loans), and receipt by mutual consent of such Servicer, the Depositor and 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 the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by such Servicerlaw. Any such determination permitting the resignation of a Servicer under clause (ii) above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed such the Servicer's responsibilities responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding anything the foregoing, DLJ Mortgage Capital Inc. shall be entitled to request that Vesta resign and appoint a successor servicer; provided that such entity delivers to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender. No such pledge shall reduce or otherwise affect Ocwen's obligations under this AgreementTrustee the letter required by 6.04(a)(i) above.

Limitation on Resignation of a Servicer. (a) None of the Servicers Subject to Section 6.04(b) below, a Servicer shall assign this Agreement or not resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor servicer or special servicer (which may be with respect to all or a portion of the Special Serviced Mortgage Loans), and receipt by mutual consent of such Servicer, the Depositor and 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 the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by such Servicerlaw. Any such determination under clause (ii) permitting the resignation of a Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed such Servicer's responsibilities or the Special Servicer's responsibilities, duties, liabilities and obligations hereunder. (b) Notwithstanding anything the foregoing, the Class X Certificateholder or its transferee shall be entitled to request that Calmco resign and appoint a successor servicer; provided that such entity delivers to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender. No such pledge shall reduce or otherwise affect Ocwen's obligations under this AgreementTrustee the letter required by 6.04(a)(i) above.