Limitation on Resignation of the Servicer. Subject to the provisions of Section 7.01, Section 6.02, the fourth and fifth paragraphs of Section 7.02 and Section 6.06, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor and the Trustee, (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer or (iii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Trust Fund) to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Gsamp Trust 2005-Wmc2), Pooling and Servicing Agreement (GSAMP Trust 2005-Wmc3), Pooling and Servicing Agreement (Gs Mortgage Securities Corp)
Limitation on Resignation of the Servicer. (a) Subject to the provisions of Section 7.01, Section 6.02, the fourth and fifth paragraphs of Section 7.02 and Section 6.066.04(b) below, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (ii)(a) by mutual consent upon appointment of a successor servicer (which may be with respect to all or a portion of the ServicerMortgage Loans), (b) receipt by the Depositor Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the Trusteerating of any of the Certificates related to the applicable Mortgage Loans and (c) receipt by FSA of oral confirmation from each Rating Agency that the rating assigned to any of the Certificates related to the applicable Mortgage Loans is given without regard to the FSA Policy, or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer or (iii) upon satisfaction of the following conditions:
(a) the Servicer has proposed a successor servicer to the Trustee in writing; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effectlaw. Any such determination under clause (ii) permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Trust Fund) to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities ’s responsibilities, duties, liabilities and obligations hereunder.
(b) Notwithstanding the foregoing, DLJMC shall be entitled to request that Fairbanks resign as Servicer and appoint a successor servicer as to any Mortgage Loan which Fairbanks does not own the servicing rights; provided that such entity delivers to the Trustee the letter required by 6.04(a)(i) above.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (CSFB Mortgage Sec Corp Hm Equ Pass THR Cert Ser 2003-2), Pooling and Servicing Agreement (Home Equity Asset Trust 2002-3), Pooling and Servicing Agreement (Credit Suisse First Boston Mor Acc Cor Ho Eq Asset Tr 2002-5)
Limitation on Resignation of the Servicer. Subject to the provisions of Section 7.01, Section 6.02, the fourth and fifth paragraphs of Section 7.02 and Section 6.067.02, the no Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor and the TrusteeSecurities Administrator, (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer or (iii) upon satisfaction of the following conditions:
: (a) the Servicer has proposed a successor servicer to the Trustee Securities Administrator in writing; and (b) each Rating Agency shall have delivered a letter to the Trustee Securities Administrator prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as the Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Master Servicer, the Securities Administrator, the Trustee or the Trust Fund) to such effect delivered to the Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor Depositor, the Trustee, the Master Servicer and the TrusteeSecurities Administrator. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (GSAMP Trust 2007-Fm1), Pooling and Servicing Agreement (GSAMP Trust 2006-Fm3), Pooling and Servicing Agreement (GSAMP Trust 2007-Fm2)
Limitation on Resignation of the Servicer. Subject to the provisions of Section 7.01, Section 6.02, the fourth and fifth paragraphs second paragraph of Section 7.02 and Section 6.06, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor and the Trustee, (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer or (iii) upon satisfaction of the following conditions:
(a) the Servicer has proposed a successor servicer to the Trustee in writing; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Trustee or the Trust Fund) to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (GSAMP Trust 2005-Wmc1), Pooling and Servicing Agreement (GSAMP Trust 2005-Wmc1)
Limitation on Resignation of the Servicer. Subject to the provisions of Section 7.01, Section 6.02, the fourth and fifth paragraphs of Section 7.02 and Section 6.06, the no Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor and the TrusteeSecurities Administrator, (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer or (iii) upon satisfaction of the following conditions:
: (a) the Servicer has proposed a successor servicer to the Trustee Securities Administrator in writing; and (b) each Rating Agency shall have delivered a letter to the Trustee Securities Administrator prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as the Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Master Servicer, the Securities Administrator, the Trustee or the Trust Fund) to such effect delivered to the Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor Depositor, the Trustee, the Master Servicer and the TrusteeSecurities Administrator. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-Fm2)