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

Servicer and Master Servicer Not to Resign. Subject to the provisions of Section 6.02 and Section 7.05, neither the Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Servicer or the Master Servicer, as applicable, so causing such a conflict being of a type and nature carried on by the Servicer or the Master Servicer, as applicable, or their respective subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: the Servicer or the Master Servicer, as applicable, has proposed a successor Servicer or successor Master Servicer to the Trustee and the Master Servicer (in the case of a proposed successor Servicer) in writing and such proposed successor Servicer or successor Master Servicer is reasonably acceptable to the Trustee and the Master Servicer (in the case of a successor Servicer); provided, however, that if PennyMac Loan Services, LLC is the resigning Servicer, all power and authority of the Servicer shall pass to and be vested in SPS and, in the case of (ii) above, PennyMac Loan Services, LLC shall not be required to propose any successor Servicer to the Trustee or the Master Servicer. In the case of the resignation of the Master Servicer or if PennyMac Loan Services, LLC is not the resigning Servicer, no such resignation by the Servicer or the Master Servicer, as applicable, shall become effective until a successor party (including the Master Servicer as the successor to the resigning Servicer) shall have assumed the Servicer’s or Master Servicer’s responsibilities and obligations hereunder, as the case may be, or the Master Servicer shall have designated a successor Servicer in accordance with Section 7.05 and such successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder. Any such determination permitting the resignation of the Servicer or the Master Servicer, as applicable, pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Master Servicer (in the case of the Servicer).

Servicer and Master Servicer Not to Resign. Subject to the provisions of Section 6.02 7.01 and Section 7.056.02, neither the Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Servicer or the Master Servicer, as applicable, so causing such a conflict being of a type and nature carried on by the Servicer or the Master Servicer, as applicable, or their respective its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer or the Master Servicer, as applicable, has proposed a successor Servicer servicer or successor Master Servicer master servicer, as applicable, to the Trustee and Trustee, the Master Servicer (in the case of a proposed successor the Servicer) and the NIMS Insurer in writing and such proposed successor Servicer servicer or successor Master Servicer master servicer, as applicable, is reasonably acceptable to the Trustee and Trustee, the Master Servicer (in the case of the Servicer) and the NIMS Insurer; and (b) each Rating Agency shall have delivered a letter to the Trustee, the Master Servicer (in the case of the Servicer) and the NIMS Insurer prior to the appointment of the successor Servicer)servicer or master servicer, as applicable, stating that the proposed appointment of such successor party 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; provided, however, that if PennyMac Loan Services, LLC is the resigning Servicer, all power and authority of the Servicer shall pass to and be vested in SPS and, in the case of (ii) above, PennyMac Loan Services, LLC shall not be required to propose any successor Servicer to the Trustee or the Master Servicer. In the case of the resignation of the Master Servicer or if PennyMac Loan Services, LLC is not the resigning Servicer, no such resignation by the Servicer or the Master Servicer, as applicable, shall become effective until a such successor party (including or, if applicable, the Master Servicer as the successor to the resigning Servicer) shall have assumed the resigning Servicer’s 's or Master Servicer’s 's responsibilities and obligations hereunder, as the case may be, or the Master Servicer shall have designated a successor Servicer servicer in accordance with Section 7.05 7.02. Any such resignation shall not relieve the Servicer or the Master Servicer, as applicable, of responsibility for any of the obligations specified in Sections 7.01 and such successor 7.02 as obligations that survive the resignation or termination of the Servicer shall have assumed or the Master Servicer’s responsibilities and obligations hereunder, as applicable. Any such determination permitting the resignation of the Servicer or the Master Servicer, as applicable, pursuant to clause (i) above Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and Trustee, the Securities Administrator, the Master Servicer (in the case of the Servicer)) and the NIMS Insurer.

Servicer and Master Servicer Not to Resign. Subject to the provisions of Section 6.02 and Section 7.057.4, neither the Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Master Servicer except (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Master Servicer, as the case may be, and the Majority Noteholder does not elect to waive the obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Servicer or the Master Servicer, as applicable, so causing such a conflict being of a type and nature carried on by the Servicer or the Master Servicer, as applicable, or their respective subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: the Servicer or the Master Servicer, as applicable, has proposed a successor Servicer or successor Master Servicer to the Trustee and the Master Servicer (in the case of a proposed successor Servicer) in writing and such proposed successor Servicer or successor Master Servicer is reasonably acceptable to the Trustee and the Master Servicer (in the case of a successor Servicer); provided, however, that if PennyMac Loan Services, LLC is the resigning Servicer, all power and authority of the Servicer shall pass to and be vested in SPS and, in the case of (ii) above, PennyMac Loan Services, LLC shall not be required to propose any successor Servicer to the Trustee or the Master Servicer. In the case of the resignation of the Master Servicer or if PennyMac Loan Services, LLC is not the resigning Servicer, no such resignation by the Servicer or the Master Servicer, as applicable, shall become effective until a successor party (including the Master Servicer as the successor to the resigning Servicer) shall have assumed the Servicer’s or Master Servicer’s responsibilities and obligations hereunder, as the case may be, to perform the duties which render it legally unable to act or the Master Servicer shall have designated a successor Servicer in accordance with Section 7.05 and such successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunderto delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or the Master Servicer, as applicable, pursuant to clause (i) above Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Indenture Trustee, the Owner Trustee and the Majority Noteholder. No resignation of the Servicer shall become effective until the Master Servicer (in or an entity acceptable to the case Majority Noteholder shall have assumed the responsibilities and obligations of the Servicer).. No resignation of the Master Servicer shall become effective until, an entity acceptable to the Majority Noteholder shall have assumed the responsibilities and obligations of the Master Servicer; provided, however, that (i) in the event a successor Master Servicer is not appointed within 60 days after the Master Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Master Servicer may petition a court for its removal and (ii) the Master Servicer may resign with the written consent of the Majority Noteholder. ARTICLE VIII

Servicer and Master Servicer Not to Resign. Subject to the provisions of Section 6.02 and Section 7.057.4, neither the Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Master Servicer except (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Master Servicer, as the case may be, and the Majority Noteholder does not elect to waive the obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Servicer or the Master Servicer, as applicable, so causing such a conflict being of a type and nature carried on by the Servicer or the Master Servicer, as applicable, or their respective subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: the Servicer or the Master Servicer, as applicable, has proposed a successor Servicer or successor Master Servicer to the Trustee and the Master Servicer (in the case of a proposed successor Servicer) in writing and such proposed successor Servicer or successor Master Servicer is reasonably acceptable to the Trustee and the Master Servicer (in the case of a successor Servicer); provided, however, that if PennyMac Loan Services, LLC is the resigning Servicer, all power and authority of the Servicer shall pass to and be vested in SPS and, in the case of (ii) above, PennyMac Loan Services, LLC shall not be required to propose any successor Servicer to the Trustee or the Master Servicer. In the case of the resignation of the Master Servicer or if PennyMac Loan Services, LLC is not the resigning Servicer, no such resignation by the Servicer or the Master Servicer, as applicable, shall become effective until a successor party (including the Master Servicer as the successor to the resigning Servicer) shall have assumed the Servicer’s or Master Servicer’s responsibilities and obligations hereunder, as the case may be, to perform the duties which render it legally unable to act or the Master Servicer shall have designated a successor Servicer in accordance with Section 7.05 and such successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunderto delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or the Master Servicer, as applicable, pursuant to clause (i) above Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Indenture Trustee, the Owner Trustee and the Majority Noteholder. No resignation of the Servicer shall become effective until the Master Servicer (in or an entity acceptable to the case Majority Noteholder shall have assumed the responsibilities and obligations of the Servicer). No resignation of the Master Servicer shall become effective until, an entity acceptable to the Majority Noteholder shall have assumed the responsibilities and obligations of the Master Servicer; provided, however, that (i) in the event a successor Master Servicer is not appointed within 60 days after the Master Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Master Servicer may petition a court for its removal and (ii) the Master Servicer may resign with the written consent of the Majority Noteholder.