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

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Depositor and the Trustee or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expense. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 11 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc Trust 2003-Nc7), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Nc4), Pooling and Servicing Agreement (Morgan Stanley Abs Cap I Inc Mort Pas THR Cert Ser 2004 Nc1)

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Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Depositor and the Trustee or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Cert Ser 2003-Nc4), Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc), Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I MRT Ps THR CRT Ser 2003-Nc3)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the (a) The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor and the Trustee or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (GSAMP Trust 2005-He4), Pooling and Servicing Agreement (GSAMP Trust 2005-He4), Pooling and Servicing Agreement (GSAMP Trust 2005-Ahl)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07Section 10.10, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Depositor and the Trustee or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such resignation shall not relieve the Servicer without incurring unreasonable expenseof responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Securitized Asset Backed Receivalbes LLC Trust 2004-Nc3), Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2004-Nc2)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor and the Trustee or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring the incurrence of unreasonable expense. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Certs Ser 2003-Ahl), Pooling and Servicing Agreement (Gs Mortgage Securities Corp Gsaa Trust 2004-Nc1)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor Depositor, the Trustee and the Trustee Class A Certificate Insurer or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor Depositor, the Trustee and the Trustee Class A Certificate Insurer which Opinion of Counsel shall be in form and substance acceptable to the Depositor Depositor, the Trustee and the TrusteeClass A Certificate Insurer. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Cert Ser 2002-He2), Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Cert Ser 2002-He2)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and Section 10.07, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Depositor and the Trustee or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expense. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Cap I Inc MRT PSS THR Cert Ser 2002-Nc6)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor Depositor, the Master Servicer and the Trustee or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor Depositor, the Master Servicer and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's ’s responsibilities and obligations hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gsamp Trust 2004-Sd1)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor Depositor, the NIM Insurer and the Trustee or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GS Mortgage GSAMP Trust 2004-Opt)

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Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Depositor Depositor, the Trustee and the Trustee Certificate Insurer or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expense. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Cap I Inc Mort Pas THR Certs Ser 2003-Nc9)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.0710.10, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Depositor and the Trustee or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Securitized Asset Backed Rec LLC Trust 2004 Nc1)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor Depositor, the Backup Servicer and the Trustee or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GS Mortgage GSAMP Trust 2004-Sea2)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor Depositor, the Trustee and the Trustee Class A-1 Certificate Insurer or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor Depositor, the Trustee and the Trustee Class A-1 Certificate Insurer which Opinion of Counsel shall be in form and substance acceptable to the Depositor Depositor, the Trustee and the TrusteeClass A-1 Certificate Insurer. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.

Appears in 1 contract

Samples: Mortgage Loan Purchase and Warranties Agreement (Gs Mortgage Sec Corp Mortgage Pass THR Certs Ser 2003-Sea)

Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.07, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Servicer, the Depositor Depositor, the Certificate Insurer and the Trustee or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer without incurring unreasonable expenseServicer. Any such determination permitting the resignation of the Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor Depositor, the Certificate Insurer and the Trustee Trustee, which Opinion of Counsel shall be in form and substance acceptable to the Depositor Depositor, the Certificate Insurer and the Trustee. No such resignation shall become effective until a successor acceptable to the Certificate Insurer shall have assumed the Servicer's ’s responsibilities and obligations hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (FFMLT 2007 FFB-Ss)

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