Common use of Seller and Servicer Not to Resign Clause in Contracts

Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or upon the determination that the Servicer's duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation or assignment shall become effective until a successor has assumed the Servicer's responsibilities and obligations hereunder in accordance with Subsection 14.02.

Appears in 10 contracts

Samples: Flow Mortgage Loan Sale and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-17), Flow Mortgage Loan Sale and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2004-14), Flow Mortgage Loan Sale and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-21)

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Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or upon the determination that the Servicer's duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation or assignment shall become effective until a successor has assumed the Servicer's responsibilities and obligations hereunder in accordance with Subsection 14.0214.03.

Appears in 7 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2002 5a), Mortgage Loan Sale and Servicing Agreement (Structured Asset Sec Mort Pass Thru Cert Ser 2002-21a), Mortgage Loan Sale and Servicing Agreement (Sturctured Asset Securities Corp Mort Pass Thru Ser 2004-1)

Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or or, in the case of the Servicer, upon the determination that the Servicer's ’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation of or assignment by the Servicer shall become effective until a successor has assumed the Servicer's ’s responsibilities and obligations hereunder in accordance with Subsection 14.02.

Appears in 6 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2013-3), Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2013-1), Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2012-4)

Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement (subject to the Servicer’s authority to utilize Subservicers and Subcontractors as provided herein) or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or or, in the case of the Servicer, upon the determination that the Servicer's ’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation of or assignment by the Servicer shall become effective until a successor has assumed the Servicer's ’s responsibilities and obligations hereunder in accordance with Subsection 14.02Section 12.01.

Appears in 5 contracts

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2013-1), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2012-3), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2012-2)

Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or upon the determination that the Servicer's ’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation or assignment shall become effective until a successor has assumed the Servicer's ’s responsibilities and obligations hereunder in accordance with Subsection 14.02.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac6), Sale and Servicing Agreement (Lehman XS Trust Series 2006-14n), Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2007-4)

Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or upon the determination that the Servicer's ’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation or assignment shall become effective until a successor has assumed the Servicer's ’s responsibilities and obligations hereunder in accordance with Subsection 14.0214.03.

Appears in 3 contracts

Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-24), Servicing Agreement (Structured Asset Securities Corp Mor Pa Th Ce Se 2002 23xs), Servicing Agreement (Structured Asset Securities Co Mor Pass-THR Cer Ser 2002-19)

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Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or upon the determination that the Servicer's ’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation or assignment shall become effective until a successor has assumed the Servicer's ’s responsibilities and obligations hereunder in accordance with Subsection 14.0213.02.

Appears in 1 contract

Samples: Servicing Agreement (Thornburg Mortgage Securities Trust 2005-4)

Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or or, in the case of the Servicer, upon the determination that the Servicer's ’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation of or assignment by the Servicer shall become effective until a successor has assumed the Servicer's ’s responsibilities and obligations hereunder in accordance with Subsection 14.02.. Subsection 12.05

Appears in 1 contract

Samples: Purchase Agreement

Seller and Servicer Not to Resign. Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser (such consent not to be unreasonably withheld or delayed) and upon determination of a subsequent servicer reasonably acceptable to Purchaser or, in the case of the Servicer, upon the determination that the Servicer's ’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation of or assignment by the Servicer shall become effective until a successor has assumed the Servicer's ’s responsibilities and obligations hereunder in accordance with Subsection 14.02.

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2011-2)

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