Common use of Seller Not to Resign Clause in Contracts

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 9 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa2), Assignment, Assumption and Recognition Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He1), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-10)

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Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 reasonably acceptable to the Purchaser and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 7 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-A4), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-A3), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller Seller, in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 6 contracts

Samples: Master Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-2), Master Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-1), Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Seller and the Purchaser Purchaser, which consent shall not be unreasonably withheld, or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 reasonably acceptable to the Purchaser and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 1617.

Appears in 5 contracts

Samples: Reconstitution Agreement (Dsla 2007-Ar1), Reconstitution Agreement (HarborView 2007-7), Reconstitution Agreement (Dsla 2006-Ar2)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 1617.

Appears in 5 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-6), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar4), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar1)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 5 contracts

Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement (New York Mortgage Trust Inc), Master Mortgage Loan Purchase and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-23), Master Mortgage Loan Purchase and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-22)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 1617.

Appears in 3 contracts

Samples: Reconstituted Servicing Agreement (HarborView 2006-14), Master Mortgage Loan Purchase and Interim Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc2), Master Mortgage Loan Purchase and Interim Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc1)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 reasonably acceptable to both the Purchaser and the Seller and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 3 contracts

Samples: Reconstitution Agreement (Dsla 2006-Ar2), Master Mortgage Loan Purchase and Interim Servicing Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Reconstitution Agreement (HarborView 2006-13)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 1617.

Appears in 2 contracts

Samples: Assignment, Assumption and Recognition Agreement (Hsi Asset Securitization Corp), Master Mortgage Loan Purchase and Servicing Agreement (Sequoia Mortgage Trust 2007-2)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 2 contracts

Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement (E Loan Inc), Master Loan Purchase and Servicing Agreement (Mego Mortgage Corp)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 1 contract

Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 1 contract

Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement

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Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser Purchaser, such consent not to be unreasonably withheld or upon the Seller's determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot reasonably be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 reasonably acceptable to the Purchaser and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 1 contract

Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-15)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual written consent of the Seller and the Purchaser Purchaser, which consent shall not be unreasonably withheld, or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 reasonably acceptable to the Purchaser and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 1617. Subsection 14.05.

Appears in 1 contract

Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement (Dsla Mortgage Loan Trust 2006-Ar1)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Seller and the Purchaser or (ii) upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller expending commercially reasonable efforts in which event the Seller may resign as servicer. Any such determination pursuant to clause (ii) of this Subsection 13.04 permitting the resignation of the Seller as 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 reasonably acceptable to the Purchaser and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 1 contract

Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement (FBR Securitization, Inc.)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 1 contract

Samples: Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series MLCC 2006-2)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller Seller, in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 1 contract

Samples: Mortgage Loan Purchase and Servicing Agreement (TBW Mortgage-Backed Trust Series 2007-1)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 1617.

Appears in 1 contract

Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement (Luminent Mortgage Trust 2007-2)

Seller Not to Resign. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as 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 reasonably acceptable to the Purchaser and which shall be provided at the cost of the SellerPurchaser. No such resignation shall become effective until a successor shall have assumed the Seller’s 's responsibilities and obligations hereunder in the manner provided in Section 16.

Appears in 1 contract

Samples: Assignment, Assumption and Recognition Agreement (Wilshire Real Estate Investment Trust Inc)

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