Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer that is reasonably acceptable to the Trustee and the NIM Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee and the NIM Insurer) that such resignation will not cause such Rating Agency to reduce the then-current rating 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 the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentence. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Master Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Master Servicer.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy3), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy8c), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy6)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub‑Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub‑Servicer shall be a third‑party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub‑Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2005-Wl1 Asset-Backed Certificates, Series 2005-Wl1), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2005-1, Asset-Backed Certs., Series 2005-1), Pooling and Servicing Agreement (Long Beach Sec Corp Asset Backed Certs Ser 2004-1)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates or the Mezzanine Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Asset Back Certs Ser 2003-3), Pooling and Servicing Agreement (Long Beach Loan 2003-2)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under 161 this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-Wl2), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-Wl3)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub‑Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub‑Servicer shall be a third‑party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub‑Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2005-2 Asset-Backed Certificates, Series 2005-2), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-3)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2005-Wl2 Asset-Backed Certificates), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee Trust Administrator and the NIM NIMS Insurer or the Guarantor (as provided in Section 1.04) and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrust Administrator) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the NIM Notes, the Class II-A Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Mezzanine Certificates. Any such determination under pursuant to clause (bi) 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 Master 158 Servicer and delivered to the TrusteeTrustee and the Trust Administrator. No resignation of the Master Servicer shall become effective until the Trustee Trust Administrator or a successor master servicer reasonably acceptable to the NIMS Insurer or the Guarantor (as provided in Section 1.04) 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mort Loan Trust 2002-1as Back Cert Ser 2002-1)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Class A Certificates, the Mezzanine Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Class B Certificates. Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub‑Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub‑Servicer shall be a third‑party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub‑Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-A)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee Trust Administrator and the NIM NIMS Insurer or the Guarantor (as provided in Section 1.04) and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrust Administrator) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the NIM Notes, the Class II-A Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Mezzanine Certificates. Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the TrusteeTrustee and the Trust Administrator. No resignation of the Master Servicer shall become effective until the Trustee Trust Administrator or a successor master servicer reasonably acceptable to the NIMS Insurer or the Guarantor (as provided in Section 1.04) 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Asset Backed Cert Ser 2002 2)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master Servicer.Servicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer. 164
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-2)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer or the Certificates Controlling Person (as provided in Section 1.04) and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the NIM Notes or the Class II-A Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout regard to the Certificate Insurance Policy). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer or the Certificates Controlling Person (as provided in Section 1.04) 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Sec Corp Mortgage Loan Trust 2002-4)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates or the Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-4)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Class M Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub‑Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub‑Servicer shall be a third‑party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub‑Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM Insurer Guarantor and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of the NIM Notes, the Class A Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Mezzanine Certificates. Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the Guarantor 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer but in no instance shall such Servicing Fees exceed the current Servicing Fee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Tr 2001-3 as-BCKD Cert Ser 2001-3)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable 109 law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMs Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of the NIM Notes, the Class A Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Mezzanine Certificates. Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMs Insurer 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2001-1 as Bk Cert Ser 2001-1)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee Trust Administrator and the NIM NIMS Insurer or the Certificates Controlling Person (as provided in Section 1.04) and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrust Administrator) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the NIM Notes or the Class II-A Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout regard to the Certificate Insurance Policy). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the TrusteeTrustee and the Trust Administrator. No resignation of the Master Servicer shall become effective until the Trustee Trust Administrator or a successor master servicer reasonably acceptable to the NIMS Insurer or the Certificates Controlling Person (as provided in Section 1.04) 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master Servicer.Servicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer. 157
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Sec Corp Asset Backed Cert Ser 2002 3)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM Class I-A4 Insurer or the NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates (without giving effect to the Class I-A4 Policy), the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the TrusteeTrustee and the Class I-A4 Insurer. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer and Class I-A4 Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those 183 liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2005-Wl3)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Class S Certificates or the Mezzanine Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation153 Except as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class AV Certificates or the Mezzanine Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Certs Series 2003-4)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer or the Guarantor (as provided in Section 1.04) and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the NIM Notes, the Class A-2 Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Mezzanine Certificates. Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer or the Guarantor (as provided in Section 1.04) 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on 160 assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Asset Backed Certs Series 2002-5)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Class A Certificates, the Mezzanine Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Class B Certificates. Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Sec Corp Asset-Backed Certs Series 2004-A)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates or the Mezzanine Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-1)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM Class II-A3 Insurer or the NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates (without giving effect to the Class II-A3 Policy), the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the TrusteeTrustee and the Class II-A3 Insurer. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer and the Class II-A3 Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Securities Corp)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM Certificate Insurer or the NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates (without giving effect to the Policy), the Mezzanine Certificates or the Class B Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the TrusteeTrustee and the Certificate Insurer. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer or Certificate Insurer 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master Servicer.Servicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer. 143
Appears in 1 contract
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee Trust Administrator and the NIM Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrust Administrator) that such resignation will not cause such Rating Agency to reduce the then-then current rating of the NIM Notes, the Class A Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Mezzanine Certificates. Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the TrusteeTrustee and the Trust Administrator. No resignation of the Master Servicer shall become effective until the Trustee Trust Administrator 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not 107 prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Asset Backed Certs Series 2000 1)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates or the Mezzanine Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s 155 responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-Wl1)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM Insurer NIMS Insurer, after consultation with the Guarantor, and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of the NIM Notes, the Class A Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable lawthe Mezzanine Certificates. Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer, or the Guarantor as provided in Section 1.04, 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 under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub-Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer but in no instance shall such Servicing Fees exceed the current Servicing Fee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Asset Back Cert Ser 2001-2)
Limitation on Resignation of Master Servicer. The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ai) upon appointment determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of a successor servicer that is reasonably acceptable to the Trustee and the NIM NIMS Insurer and the written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the Trustee Depositor and the NIM InsurerTrustee) that such resignation will not cause such Rating Agency to reduce the then-then current rating of any of the Other NIM Notes, the Class A Certificates or the Mezzanine Certificates or the shadow rating of the Insured NIM Notes (b) upon determination that its duties hereunder are no longer permissible under applicable lawwithout giving effect to any insurance policy issued by the NIMS Insurer). Any such determination under pursuant to clause (bi) 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 Master Servicer and delivered to the Trustee. No resignation of the Master Servicer shall become effective until the Trustee or a successor master servicer reasonably acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement and the Depositor shall have received the information described in the following sentenceAgreement. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignationExcept as expressly provided herein, the Master Servicer shall provide (x) written notice not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub‑Servicer as payee of any indemnification amount payable to the Depositor of Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub‑Servicer shall be a third‑party beneficiary hereunder and the parties hereto shall not be required to recognize any successor Sub‑Servicer as an indemnitee under this Agreement. If, pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to any provision hereof, the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation duties of the Master ServicerServicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 1 contract
