Common use of Limitation on Resignation of Ocwen Clause in Contracts

Limitation on Resignation of Ocwen. (a) Ocwen shall not resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law or as provided in Section 7.04(c). Any such determination pursuant to the preceding sentence permitting the resignation of Ocwen shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of Ocwen and delivered to the Trustee and the Rating Agencies. No resignation of Ocwen shall become effective until the Trustee or a successor Servicer shall have assumed Ocwen's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. (b) Except as expressly provided herein, Ocwen shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by Ocwen hereunder. The foregoing prohibition on assignment shall not prohibit Ocwen from designating a Sub-Servicer as payee of any indemnification amount payable to Ocwen hereunder; provided, however, that as provided in Section 3.02, no Sub-Servicer shall be a third- party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. (c) Notwithstanding anything to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"), provided, that: (1) upon an Event of Default and receipt of a notice of termination by Ocwen, the Lender may direct Ocwen or its designee to appoint a successor Servicer pursuant to the provisions, and subject to the conditions, set forth in Section 8.02 regarding Ocwen's appointment of a successor Servicer; (2) the Lender's rights are subject to this Agreement; and (3) Ocwen shall remain subject to termination as a servicer under this Agreement pursuant to the terms hereof.

Limitation on Resignation of Ocwen. (a) Ocwen shall neither assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, Ocwen, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, PROVIDED, HOWEVER, that the retention of such contractors by Ocwen shall not limit the obligation of Ocwen to service the Mortgage Loans pursuant to the terms and conditions of this Agreement. Ocwen shall not resign from the obligations and duties hereby imposed on it except by consent of the Master Servicer or upon determination that its duties hereunder are no longer permissible under applicable law or as provided in Section 7.04(c). Any such determination pursuant to the preceding sentence permitting the resignation (other than pursuant to Section 7.04(c)) of Ocwen shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of Ocwen and delivered to the Trustee and the Rating Agencies. No resignation of Ocwen shall become effective until the Trustee Master Servicer or a successor Servicer shall have assumed Ocwen's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. (b) Except as expressly provided herein, Ocwen shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by Ocwen hereunder. The foregoing prohibition on assignment shall not prohibit Ocwen from designating a Sub-Servicer as payee of any indemnification amount payable to Ocwen hereunder; provided, however, that as provided in Section 3.02, no Sub-Servicer shall be a third- third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. (c) Notwithstanding anything to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"), provided, that: (1) upon an Event of Default and receipt of a notice of termination by Ocwen, the Lender may direct Ocwen or its designee to appoint a successor Servicer pursuant to the provisions, and subject to the conditions, set forth in Section 8.02 regarding Ocwen's appointment of a successor Servicer; (2) the Lender's rights are subject to this Agreement; and (3) Ocwen shall remain subject to termination as a servicer under this Agreement pursuant to the terms hereof.

Limitation on Resignation of Ocwen. (a) Except as expressly provided herein, Ocwen shall not assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, Ocwen, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by Ocwen shall not limit the obligation of Ocwen to service the Ocwen Mortgage Loans pursuant to the terms and conditions of this Agreement. Ocwen shall not resign from the obligations and duties hereby imposed on it except by consent of the Master Servicer or upon determination that its duties hereunder are no longer permissible under applicable law or as provided in Section 7.04(c). Any such determination pursuant to the preceding sentence permitting the resignation (other than pursuant to Section 7.04(c)) of Ocwen shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of Ocwen and delivered to the Trustee and the Rating Agencies. No Ocwen's resignation of Ocwen shall not become effective until the Trustee Master Servicer or a successor Servicer shall have assumed Ocwen's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. (b) Except as expressly provided herein, Ocwen shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by Ocwen hereunder. The foregoing prohibition on assignment shall not prohibit Ocwen from designating a Sub-Servicer as payee of any indemnification amount payable to Ocwen hereunder; provided, however, that as provided in Section 3.02, no Sub-Servicer shall be a third- third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. (c) Notwithstanding anything to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"), provided, that: (1) upon an a Servicer Event of Default and receipt of a notice of termination by Ocwen, the Lender may direct Ocwen or its designee to appoint a successor Servicer pursuant to the provisions, and subject to the conditions, set forth in Section 8.02 regarding Ocwen's appointment of a successor Servicer; (2) the Lender's rights are subject to this Agreement; and (3) Ocwen shall remain subject to termination as a servicer under this Agreement pursuant to the terms hereof.

Limitation on Resignation of Ocwen. (a) Except as expressly provided herein, Ocwen shall neither assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer and the Certificate Insurer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates (and with respect to the Insured Certificates, without regard to the Certificate Insurance Policy). Notwithstanding the foregoing, Ocwen, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, 151 provided, however, that the retention of such contractors by Ocwen shall not limit the obligation of Ocwen to service the Ocwen Mortgage Loans pursuant to the terms and conditions of this Agreement. Ocwen shall not resign from the obligations and duties hereby imposed on it except by consent of the Master Servicer or upon determination that its duties hereunder are no longer permissible under applicable law or as provided in Section 7.04(c). Any such determination pursuant to the preceding sentence permitting the resignation (other than pursuant to Section 7.04(c)) of Ocwen shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of Ocwen and delivered to the Trustee and the Rating Agencies. No resignation of Ocwen shall become effective until the Trustee Master Servicer or a successor Servicer shall have assumed Ocwen's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. (b) Except as expressly provided herein, Ocwen shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by Ocwen hereunder. The foregoing prohibition on assignment shall not prohibit Ocwen from designating a Sub-Servicer as payee of any indemnification amount payable to Ocwen hereunder; provided, however, that as provided in Section 3.02, no Sub-Servicer shall be a third- third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. (c) Notwithstanding anything to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"), provided, that: (1) upon an a Servicer Event of Default and receipt of a notice of termination by Ocwen, the Lender may direct Ocwen or its designee to appoint a successor Servicer pursuant to the provisions, and subject to the conditions, set forth in Section 8.02 regarding Ocwen's appointment of a successor Servicer; (2) the Lender's rights are subject to this Agreement; and (3) Ocwen shall remain subject to termination as a servicer under this Agreement pursuant to the terms hereof.