Common use of Limitation on Resignation of the Servicers Clause in Contracts

Limitation on Resignation of the Servicers. Neither Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Securities Administrator, the Master Servicer, the Backup Servicer, the Depositor and the Trustee (and written notice to the Custodian) or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by such Servicer. Any such determination permitting the resignation of a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities Administrator. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer 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, each Servicer, 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 a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Securities Administrator, the Master Servicer, the Backup Servicer, the Depositor and the Trustee (and written notice to the Custodiani) or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by such law, (ii) upon the related Servicer. Any such determination permitting the resignation 's written proposal of a successor servicer reasonably acceptable to each of the Seller, the Depositor and the Master Servicer or (iii) as provided in Section 7.04(c). No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Servicer and delivered to the Depositor Trustee and the Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities AdministratorRating Agencies. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate of a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02.clause (ii) shall be effective unless:

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, neither Servicer shall 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 or 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 (the “Rating Condition”). Notwithstanding the foregoing, each Servicer, 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 the related Servicer shall not limit the obligation of the related Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Securities Administrator, the Master Servicer, the Backup Servicer, the Depositor and the Trustee (and written notice to the Custodiani) or upon the determination that its duties hereunder are no longer permissible under applicable law or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to each of the Sponsor, the Depositor and such incapacity cannot be cured by such the Master Servicer. Any No such determination permitting the resignation of a Servicer under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of the related Servicer and delivered to the Depositor Trustee and the Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities AdministratorRating Agencies. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate of a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02.clause (ii) shall be effective unless: 195

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall 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, each Servicer, 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 a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Securities Administrator, the Master Servicer, the Backup Servicer, the Depositor and the Trustee (and written notice to the Custodiani) or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by law, or (ii) upon such Servicer. Any such determination permitting the resignation ’s written proposal of a Servicer successor servicer reasonably acceptable to each of the Sponsor, the Depositor and the Master Servicer. No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of the resigning Servicer and delivered to the Depositor Trustee and the Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities AdministratorRating Agencies. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate of a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02.clause (ii) shall be effective unless:

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer 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, each Servicer, 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 a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Securities Administrator, the Master Servicer, the Backup Servicer, the Depositor and the Trustee (and written notice to the Custodiani) or upon the determination that its duties hereunder are no longer permissible under applicable law law, or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to each of the Sponsor, the Depositor and such incapacity cannot be cured by such the Master Servicer. Any No such determination permitting the resignation of a Servicer under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Servicer and delivered to the Depositor Trustee and the Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities AdministratorRating Agencies. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate of a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02.clause (ii) shall be effective unless:

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer 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, each Servicer, 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 a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Securities Administrator, the Master Servicer, the Backup Servicer, the Depositor and the Trustee (and written notice to the Custodiani) or upon the determination that its duties hereunder are no longer permissible under applicable law law, or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to each of the Seller, the Depositor and such incapacity cannot be cured by such the Master Servicer. Any No such determination permitting the resignation of a Servicer under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Servicer and delivered to the Depositor Trustee and the Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities AdministratorRating Agencies. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate of a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02.clause (ii) shall be effective unless:

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, neither Servicer shall 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 or 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 (the “Rating Condition”). Notwithstanding the foregoing, each Servicer, 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 the related Servicer shall not limit the obligation of the related Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Securities Administrator, the Master Servicer, the Backup Servicer, the Depositor and the Trustee (and written notice to the Custodiani) or upon the determination that its duties hereunder are no longer permissible under applicable law or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to each of the Sponsor, the Depositor and such incapacity cannot be cured by such the Master Servicer. Any No such determination permitting the resignation of a Servicer under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of the related Servicer and delivered to the Depositor Trustee and the Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities AdministratorRating Agencies. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate of a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02.clause (ii) shall be effective unless:

Limitation on Resignation of the Servicers. Neither Subject to the provisions of Section 7.01, Section 6.02, the fourth and fifth paragraphs of Section 7.02 and Section 6.06, no Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of such the applicable Servicer, the Securities AdministratorDepositor, the Master Servicer, the Backup Servicer, the Depositor [Delaware] Trustee and the Trustee Securities Administrator, (and written notice to the Custodianii) or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by such ServicerServicer [or (iii) upon satisfaction of the following conditions: (a) the applicable Servicer has proposed a successor servicer to the Securities Administrator in writing; and (b) each Rating Agency shall have delivered a letter to the Securities Administrator prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as a 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 a Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel (which opinion shall not be an expense of the Depositor, the Master Servicer, the Securities Administrator, the [Delaware] Trustee or the Trust Fund) to such effect delivered to the Depositor Depositor, the [Delaware] Trustee, the Master Servicer and the Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor Depositor, the [Delaware] Trustee, the Master Servicer and the Securities Administrator. No such resignation shall become effective until a successor shall have assumed such the applicable Servicer's ’s responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02.