Common use of Limitation on Resignation of Ocwen Clause in Contracts

Limitation on Resignation of Ocwen. Ocwen shall not resign from the obligations and duties imposed on it pursuant to this Agreement or any Subservicing Supplement; provided that Ocwen may resign as subservicer with respect to any Subject Servicing Agreement upon sixty (60) days prior written notice to Servicer if Servicer fails to pay to Ocwen any Base Subservicing Fee or Performance Fee with respect to such Subject Servicing Agreement that is required to be paid pursuant to the terms of this Agreement or the applicable Subservicing Supplement, which failure continues unremedied for a period of ten (10) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given by Ocwen to Servicer. No such resignation shall become effective until a successor servicer or subservicer shall have agreed to act as servicer or subservicer with respect to such Subject Servicing Agreement. Notwithstanding any provision in this Agreement to the contrary, in the event Servicer has failed to pay Ocwen any Base Subservicing Fee or Performance Fees that are past due after ten (10) Business Days of Servicer receiving notice of such failure, Ocwen may retain such fees from amounts otherwise payable to Servicer as part of its servicing compensation under the related Subject Servicing Agreements; provided that Servicer shall not have notified Ocwen that it disputes the occurrence or amount of such past due Base Subservicing Fee or Performance Fee.