Common use of Servicers Not to Resign Clause in Contracts

Servicers Not to Resign. Neither Servicer shall resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of either Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the related Servicer and delivered to the Trustee. No resignation of either Servicer shall become effective until the Trustee or a successor servicer shall have assumed the related Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the assumption of servicing duties by the Trustee or the appointment of such successor) and obligations under this Agreement. Any such resignation shall not relieve either Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or receipt of notice of termination of such Servicer Except as expressly provided in this Agreement, neither Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this Agreement.

Servicers Not to Resign. Neither Subject to the provisions of Section 7.01 and Section 6.02, each Servicer shall not 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. Any 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 such determination pursuant so causing such a conflict being of a type and nature carried on by such Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) such Servicer has proposed a successor servicer to the preceding sentence permitting the resignation of either Servicer shall be evidenced by an Opinion of Counsel to Trustee in writing and such effect obtained at the expense of the related Servicer and delivered proposed successor servicer is reasonably acceptable to the Trustee. No ; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of such 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 Offered Certificates; provided, however, that no such resignation of either by a Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee or a successor servicer shall have assumed the related resigning Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the assumption of servicing duties by 's responsibilities and obligations hereunder or the Trustee or the appointment of such successor) and obligations under this Agreementshall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve either the resigning Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or receipt of notice of termination of such Servicer Except as expressly provided in this Agreement, neither Servicer shall assign or transfer any Servicer. Any such determination permitting the resignation of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party beneficiary hereunder and evidenced by an Opinion of Counsel to such effect delivered to the parties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this AgreementTrustee.

Servicers Not to Resign. Neither Each Servicer shall agrees not to resign from the obligations and duties hereby imposed on it it, except upon determination that its duties hereunder are no longer permissible under applicable lawlaw or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the related Servicer so causing such a conflict being of a type and nature carried on by the related Servicer at the date of this Agreement. Any such determination pursuant to the preceding sentence permitting the resignation of either a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the related Servicer and delivered to the Trustee. The related Servicer shall notify each Rating Agency of any such resignation. No such resignation of either Servicer shall become effective until the Trustee or a successor servicer shall have assumed the related Servicer’s responsibilities's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, dutieseach Servicer may transfer its obligations, liabilities duties and rights hereunder without the consent of the Certificateholders, provided, that (other i) the related Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA or FHLMC-approved servicer having a net worth of not less than those liabilities arising prior to $15,000,000, (iii) the assumption successor servicer assumes all of servicing duties by the Trustee or related Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, (iv) the appointment then-current rating of the Class A Certificates will not be reduced as a result of such successortransfer, and (v) and obligations under this Agreement. Any such resignation shall not relieve either Servicer of responsibility for any the successor servicer has, in the reasonable opinion of the obligations specified in Sections 7.01 Trustee, the qualifications, resources and 7.02 as obligations that survive the resignation or receipt of notice of termination of such Servicer Except as expressly provided in this Agreementexperience to properly carry out, neither Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to observe and perform any of the duties, covenants or obligations to be performed by the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Sub-Servicer as payee and responsibilities of any indemnification amount payable to the related Servicer hereunder; provided, howeverthat the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, no Sub-to enable the Trustee to assure itself that any successor Servicer shall has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be a third-party beneficiary hereunder for the benefit of, and the parties hereto shall not be required relied upon or enforced by, any Certificateholder, and provided, further, that any consent to recognize any Subsuch transfer will not be unreasonably withheld by the Trustee. The foregoing shall not limit the ability of each Servicer to enter into sub-Servicer as an indemnitee under this Agreementservicing agreements with third parties.

Servicers Not to Resign. Neither Subject to the provisions of Section 7.01 and Section 6.02, neither 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. Any such determination pursuant to 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 preceding sentence permitting the resignation of either Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense other activities of the related Servicer so causing such a conflict being of a type and delivered nature carried on by the related Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the related Servicer has proposed a successor Servicer to the Trustee. No Trustee in writing and such proposed successor Servicer is reasonably acceptable to the Trustee and (b) such proposed successor Servicer is reasonably acceptable to each Rating Agency, as evidenced by a letter to the Trustee 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 Certificates; PROVIDED, HOWEVER, that no such resignation of by either Servicer shall become effective until such successor Servicer or, in the case of (i) above, the Trustee or a successor servicer shall have assumed the related such Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the assumption of servicing duties by 's responsibilities and obligations hereunder or the Trustee or the appointment of such successor) and obligations under this Agreementshall have designated a successor Servicer in accordance with Section 7.02. Any such resignation shall not relieve either the related Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or receipt of notice of termination of such Servicer. Any such determination permitting the resignation of the related Servicer Except pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Trustee, Wxxxx Fargo and the Depositor hereby specifically (i) consent to the pledge and assignment by Lxxxxx of all of Litton's right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders and (ii) provided that no Servicer Event of Default (other than as expressly provided in set forth under Section 7.01(a)(v)) exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by Lxxxxx whereunder Lxxxxx shall resign as a Servicer under this Agreement, neither the Trustee shall appoint the Servicing Rights Pledgee or its designee as successor Servicer shall assign of the Group I Mortgage Loans, provided that at the time of such appointment, the Servicing Rights Pledgee or transfer any such designee meets the requirements of its rightsa successor Servicer pursuant to Section 7.02 hereof and agrees to be subject to the terms of this Agreement. If, benefits or privileges hereunder pursuant to any other Personprovision hereof, or delegate the duties of Lxxxxx are transferred to or subcontract witha successor Servicer, or authorize or appoint any other Person to perform any the entire amount of the duties, covenants or obligations to be performed by the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Sub-Servicer as payee of any indemnification amount Servicing Fee and other compensation payable to the related Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties Lxxxxx pursuant hereto shall not thereafter be required payable to recognize any Sub-Servicer as an indemnitee under this Agreementsuch successor Servicer.