Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 15 contracts
Samples: Servicing Agreement (Impac CMB Trust Series 2005-2, Collateralized Asset-Backed Bonds, Series 2005-2), Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2004-9), Servicing Agreement (Impac CMB Trust Series 2004-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditionscondition: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 14 contracts
Samples: Pooling and Servicing Agreement (PHHMC Series 2007-6 Trust), Pooling and Servicing Agreement (PHHMC Series 2007-5 Trust), Pooling and Servicing Agreement (PHHMC Series 2007-4 Trust)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the The Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Master Servicer and delivered to the Indenture Trustee. No resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Servicing Agreement. Except as expressly provided herein, the Master Servicer shall not 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 Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, 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 Servicing Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 14 contracts
Samples: Servicing Agreement (New Century Home Equity Loan Trust 2004-4), Servicing Agreement (New Century Home Equity Loan Trust 2004-1), Servicing Agreement (New Century Home Equity Loan Trust 2005-1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 11 contracts
Samples: Servicing Agreement (Imh Assets Corp Collateralized Asset Backed Bonds Ser 2004 4), Servicing Agreement (Impac CMB Trust Collaterlized Ab Bond Series 2003-3), Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2003 11)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Company, the Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Company, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsBonds without taking into account the Bond Insurance Policy; and (c) such proposed successor servicer is acceptable to the Bond Insurer, as evidenced by a letter to the Company and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder or the Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Bond Insurer.
Appears in 10 contracts
Samples: Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2003-6), Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2004-11), Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2002-5)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Policies; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Equity Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 9 contracts
Samples: Servicing Agreement (Home Equity Loan Trust 2007-Hsa3), Servicing Agreement (RFMSII Series 2006-Hsa2 Trust), Servicing Agreement (Home Equity Loan Trust 2005-Hs1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Credit Enhancement Instrument; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 7 contracts
Samples: Servicing Agreement (Rfmsii 2005-Hi1), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Policy; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Equity Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 6 contracts
Samples: Servicing Agreement (Home Equity Loan Trust 2006-Hsa4), Servicing Agreement (Home Equity Loan Trust 2006-Hsa3), Servicing Agreement (Home Equity Loan Trust 2007-Hsa1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Trustee and the Indenture Trustee NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture Trustee; NIMS Insurer and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Trustee and the Indenture Trustee NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsCertificates; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated, with the consent of the NIMS Insurer, a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee and the NIMS Insurer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the NIMS Insurer.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2005-2), Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2006-1 Asset-Backed Certificates, Series 2006-1), Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2005-4, Asset-Backed Certificates, Series 2005-4)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Asset Backed Funding Corp Abfc Asst BCKD Cert Ser 2002-Opt1), Pooling and Servicing Agreement (Abfc Asset-Backed Certificates Series 2004-Opt2), Pooling and Servicing Agreement (Asset Backed Funding Corp. ABFC Asset Backed Certificates Series 2004-Opt3)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; Trustee and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsCertificates; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2000-1), Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Ser 2000-2), Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp Ass Back Cert Ser 2000 4)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02 above, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Class A Notes; and (c) such proposed successor servicer is reasonably acceptable to the then current rating of Insurer, as evidenced by a letter to the BondsIndenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02 below. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 below as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Insurer. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Master Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Indenture Trustee.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (First Horizon Asset Securities Inc), Sale and Servicing Agreement (First Horizon Asset Securities Inc), Sale and Servicing Agreement (Fund America Investors Corp Ii)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; Trustee and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsCertificates; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Asset Backed Certificates Series 2001-Ff2), Pooling and Servicing Agreement (Financial Asset Sec Corp First Franklin Mort Ln Tr 2000 Ff1), Pooling and Servicing Agreement (Financial Asset Sec Corp Asset Backed Certs Series 2001 Ff1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Depositor, the Grantor Trustee, the Indenture Trustee and the Indenture Owner Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Depositor, the Grantor Trustee, the Indenture Trustee and the Indenture Owner Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Depositor and the Indenture Grantor Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities and the then current rating of the BondsClass B Note; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Grantor Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Grantor Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Grantor Trustee, the Indenture Trustee and the Owner Trustee.
Appears in 4 contracts
Samples: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Trustee and the Indenture Trustee NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture TrusteeNIMS Insurer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Trustee and the Indenture Trustee NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the NIMS Insurer.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Abfc Asset-Backed Certificates Series 2004-Opt2), Pooling and Servicing Agreement (Asset-Backed Funding Corp. ABFC Asset Backed Certificates, Series 2004-Opt5), Pooling and Servicing Agreement (Asset-Backed Funding Corp. ABFC Asset Backed Certificates, Series 2004-Opt4)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Company, the Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Company, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsBonds without taking into account the Bond Insurance Policy; PROVIDEDand (c) such proposed successor servicer is acceptable to the Bond Insurer, HOWEVERas evidenced by a letter to the Company and the Indenture Trustee; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder or the Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Bond Insurer.
Appears in 4 contracts
Samples: Servicing Agreement (IMPAC CMB Trust Series 2005-5), Servicing Agreement (IMPAC CMB Trust Series 2005-5), Servicing Agreement (Imh Assets Corp., Collateralized Asset-Backed Bonds, Series 2005-7)
Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master 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 or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Indenture Trustee and the Indenture TrusteeAdministrative Agent, where one exists, or otherwise, the Managing Agents; and (b) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each Rating Agency shall have Basic Document to which it is a party and (c) the Master Servicer has delivered a letter (obtained by and at to the expense Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer) to the Company Servicer and the Indenture Trustee prior to the appointment of and acceptance by the proposed successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result have been satisfied; provided, however, that, in the reduction or withdrawal case of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDEDclause (i) above, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of its obligations hereunder arising prior to the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination effective date of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementsuch resignation. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 4 contracts
Samples: Master Sale and Servicing Agreement (HSBC Automotive Trust 2005-1), Master Sale and Servicing Agreement (Household Automotive Trust 2004-1), Master Sale and Servicing Agreement (HSBC Automotive Trust 2005-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) confirmed to the Company and the Indenture Trustee prior to that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of the Bonds Class A or Class M Notes; and (c) such proposed successor servicer has agreed in writing to assume the then current rating obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; PROVIDEDprovided, HOWEVERhowever, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (HFC Revolving Corp Household Home Equity Loan Trust 2004-1), Sale and Servicing Agreement (HFC Revolving Corp Household Home Equity Ln Tr 2003 1), Sale and Servicing Agreement (HSBC Home Equity Loan Trust 2005-1)
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.35, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture TrusteeTrustee and any NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency and any NIMS Insurer of the resignation of the Master Servicer. If, at any time, Wxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to Section 7.01, then at such time Wxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Wxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Wxxxx Fargo Bank, N.A. as the Securities Administrator, Administrator, Paying Agent and Certificate Registrar.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (HarborView 2007-6), Pooling and Servicing Agreement (HarborView 2006-14), Pooling and Servicing Agreement (HarborView 2007-6)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has shall have proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDEDSecurities, HOWEVERprovided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 3 contracts
Samples: Servicing Agreement (Home Loan Trust 2006-Hi1), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the The Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Master Servicer and delivered to the Indenture Trustee. No resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor servicer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Servicing Agreement. Except as expressly provided herein, the Master Servicer shall not 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 Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Master Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, 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 Servicing Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.
Appears in 3 contracts
Samples: Servicing Agreement (New Century Home Equity Loan Trust 2005-2), Servicing Agreement (New Century Home Equity Loan Trust 2005-3), Servicing Agreement (New Century Home Equity Loan Trust 2005-4)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has shall have proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Credit Enhancer and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Credit Enhancement Instrument; and (c) such proposed successor servicer is reasonably acceptable to the Bonds; PROVIDEDCredit Enhancer, HOWEVERas evidenced by a letter to the Issuer and the Indenture Trustee, provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 3 contracts
Samples: Servicing Agreement (Home Loan Trust 2006-Hi2), Home Loan Trust 2006-Hi3, Home Loan Trust 2006-Hi4
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Investor Certificates without regard to the then current rating of Policy; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such the Trustee or successor servicer or, in designated by the case of (i) above, the Indenture Trustee, Master Servicer as pledgee of the Mortgage Loans, provided above shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Certificateholder or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Cwabs Inc), Pooling and Servicing Agreement (Cwabs Inc), Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor master servicer to the Company and the Indenture Trustee in writing and such proposed successor master servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each the Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Cendant Mortgage Capital LLC CDMC Mort Pas THR Ce Se 04 3), Pooling and Servicing Agreement (Cendant Mortgage Capital LLC CDMC Mort Pas THR Ce Se 04 1), Pooling and Servicing Agreement (CDMC Mortgage Pass-Through Certificates, Series 2004-4)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Indenture Trustee and, so long as no Insurer Default exists and is continuing, the Indenture TrusteeInsurer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) confirmed to the Company and the Indenture Trustee prior to that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of the Bonds or Notes without taking into account the then current rating existence of the BondsNote Guaranty Insurance Policy; PROVIDEDand (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; provided, HOWEVERhowever, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Insurer.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (HFC Revolving Corp Household Home Equity Loan Trust 2002-2), Sale and Servicing Agreement (HFC Revolving Corp Household Home Equity Loan Trust 2002 4), Sale and Servicing Agreement (HFC Revolving Corp Household Home Equity Loan Trust 2002-3)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditionscondition: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (CDMC Mortgage Pass-Through Certificates, Series 2005-1), Pooling and Servicing Agreement (PHH Mortgage Capital LLC), Pooling and Servicing Agreement (PHHMC Mortgage Pass-Through Certificates, Series 2005-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has shall have proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Credit Enhancer and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Credit Enhancement Instrument; and (c) such proposed successor servicer is reasonably acceptable to the Bonds; PROVIDEDCredit Enhancer, HOWEVERas evidenced by a letter to the Issuer and the Indenture Trustee, provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer. The Master Servicer shall pay the reasonable expenses of the Indenture Trustee in connection with any servicing transition hereunder.
Appears in 3 contracts
Samples: Servicing Agreement (Home Loan Trust 2006-Hi5), Home Loan Trust 2007-Hi1, Residential Funding Mortgage Securities Ii Inc
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) confirmed to the Company and the Indenture Trustee prior to that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of the Bonds Class A or Class M Certificates; and (c) such proposed successor servicer has agreed in writing to assume the then current rating obligations of Master Servicer hereunder and the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; PROVIDEDprovided, HOWEVERhowever, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (HFC Revolving Corp), Pooling and Servicing Agreement (HFC Revolving Corp), Pooling and Servicing Agreement (HFC Revolving Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Company, the Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Company, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsBonds without taking into account the Bond Insurance Policy; PROVIDEDand (c) such proposed successor servicer is acceptable to the Bond Insurer, HOWEVERas evidenced by a letter to the Company and the Indenture Trustee; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder or the Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Bond Insurer.
Appears in 3 contracts
Samples: Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2003 7), Servicing Agreement (Imh Assets Corp Ipac CMB Trust Series 2003-1), Servicing Agreement (IMPAC CMB Trust Series 2004-10)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Credit Enhancement Instrument; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 3 contracts
Samples: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Asset Mortgage Products Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: ; (a) the Master Servicer has proposed a successor master servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to stating that the appointment of the such proposed successor servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of any rated Class of Certificates; and such proposed successor master servicer has agreed in writing to assume the Bonds or obligations of Master Servicer hereunder and the then current rating Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor master servicer have been satisfied; PROVIDEDprovided, HOWEVERhowever, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such the Trustee or a successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Master Servicer shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Beneficial Mortgage Services Inc), Pooling and Servicing Agreement (Beneficial Mortgage Services Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on upon it except (ia) upon a 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 other activities carried on by it or any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or such Affiliate at the date of this Agreement or (iib) upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor master servicer to the Company Issuer and the Indenture Trustee in writing writing, and such proposed successor master servicer is reasonably shall be acceptable to the Company Issuer and the Indenture Trustee; and (bii) each Rating Agency Agency, after prior notice thereto, shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer and the Indenture Trustee prior to the appointment of the such proposed successor master servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will would not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bondsa Rating Event; PROVIDED, HOWEVERprovided, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation An Opinion of Counsel delivered to the Issuer and the Indenture Trustee shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeServicer.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Irwin Whole Loan Home Equity Trust 2004 A), Sale and Servicing Agreement (Irwin Whole Loan Home Equity Trust 2005-A)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company Issuer, the Note Insurer and the Indenture Trustee in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company Issuer and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Note Insurer and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Notes or the then current rating of the BondsNotes that would be in effect without taking into account the Note Insurance Policy; and (c) such proposed successor Master Servicer is acceptable to the Note Insurer, as evidenced by a letter to the Issuer, the Master Servicer and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer Master Servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer has been appointed in accordance with Section 6.02; provided, however, if the Master Servicer resigns, Advanta Mortgage Corp. USA ("Advanta"), if it so chooses and it is acceptable to the Note Insurer, shall be the successor Master Servicer. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Noteholder or the Note Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Note Insurer.
Appears in 2 contracts
Samples: Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the No Master Servicer shall not resign from the obligations and duties hereby imposed on it hereby and under any applicable Supplement except (i) upon determination that the (a) its performance of its obligations or duties hereunder are and thereunder is no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of there is no reasonable action which such successor servicer as Master Servicer could take to make its performance of its duties hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02permissible under applicable law. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the such Master Servicer shall be evidenced by an Opinion of Counsel who is not an employee of such Master Servicer or any Affiliate of such Master Servicer with respect to clause (a) above, delivered to, and in form reasonably satisfactory to, the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of such Master Servicer in accordance with Section 10.02 hereof. If within 60 days of the date of the determination that such Master Servicer may no longer act as a Master Servicer hereunder for any reason the Trustee has not appointed a Successor Servicer, the Trustee shall serve as Successor Servicer hereunder with respect to those Series for which such resigning Master Servicer acted in such capacity. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Master Servicer (other than the Trustee) as the Successor Servicer with respect to such effect delivered to the Indenture TrusteeSeries hereunder.
Appears in 2 contracts
Samples: Indenture and Security Agreement (Wentworth J G & Co Inc), Pooling and Servicing Agreement (Wentworth J G & Co Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee [and the Indenture TrusteeCertificate Insurer]; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) confirmed to the Company and the Indenture Trustee prior to that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of the Bonds Class A or Class M Certificates; and (c) such proposed successor servicer has agreed in writing to assume the then current rating obligations of Master Servicer hereunder and the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; PROVIDEDprovided, HOWEVERhowever, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee [and the Certificate Insurer].
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Household Mortgage Funding Corp Iii), Pooling and Servicing Agreement (HFC Revolving Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master 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 or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Indenture Trustee and the Indenture Trustee Insurer (for so long as it is the Controlling Party) in writing and such proposed successor servicer is reasonably acceptable to the Company Indenture Trustee, the Insurer (for so long as it is the Controlling Party) and the Indenture TrusteeAdministrative Agent, where one exists, or otherwise, the Managing Agents; and (b) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each Rating Agency shall have Basic Document to which it is a party and (c) the Master Servicer has delivered a letter (obtained by to the Indenture Trustee and at the expense Insurer an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer) to the Company Servicer and the Indenture Trustee prior to the appointment of and acceptance by the proposed successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result have been satisfied; provided, however, that, in the reduction or withdrawal case of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDEDclause (i) above, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer reasonably acceptable to the Insurer (for as long as it is the Controlling Party) in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of its obligations hereunder arising prior to the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination effective date of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementsuch resignation. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Insurer.
Appears in 2 contracts
Samples: Master Sale and Servicing Agreement (Household Automotive Trust 2003-2), Master Sale and Servicing Agreement (Household Auto Receivables Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company and the Indenture Trustee Trust Administrator in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company Trust Administrator and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee Trust Administrator prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsRegular Certificates; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer Master Servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trust Administrator shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trust Administrator shall have designated a successor Master Servicer has been appointed in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrust Administrator.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American General MRT Ln Asst BCKD Ps THR CRTS Sr 2003-1), Pooling and Servicing Agreement (American General MRT Ln Asst BCKD Ps THR CRTS Sr 2003-1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture TrusteeCertificate Insurer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Class A Certificates or the then current rating of ratings that are in effect without taking into account the BondsPolicy and (c) such proposed successor servicer is reasonably acceptable to the Certificate Insurer, as evidenced by a letter to the Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Option One Mort Ln Tr 1999-3 Asset Backed Cert Ser 1999-3), Pooling and Servicing Agreement (Financial Asset Securities Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company 1996-RHS4 LLC and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company 1996-RHS4 LLC, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company 1996-RHS4 LLC, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Credit Enhancement Instrument; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the 1996-RHS4 LLC and the Indenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage LoansClass A Ownership Interest, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Class A Ownership Interest, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 2 contracts
Samples: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each the Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to stating that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result satisfy the Rating Agency Condition; and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each relevant Basic Document and Series Related Document and (d) the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; provided, however, that, in the reduction or withdrawal case of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDEDclause (i) above, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Master Sale and Servicing Agreement (Household Automotive Trust v Series 2000 2), Master Sale and Servicing Agreement (Household Automotive Trust Iv Series 2000-1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) confirmed to the Company and the Indenture Trustee prior to that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of any Class of Notes; and (c) such proposed successor servicer has agreed in writing to assume the Bonds or obligations of Master Servicer hereunder and the then current rating Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; PROVIDEDprovided, HOWEVERhowever, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (HSBC Home Equity Loan Trust 2005-3), Sale and Servicing Agreement (HSBC Home Equity Loan Trust 2005-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company Trustee and the Indenture Trustee Certificate Insurer in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company Trustee and the Indenture Trustee; Certificate Insurer and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating any of the BondsCertificates (without regard to the Policy); PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in Master Servicer or the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loansif it becomes successor Master Servicer, shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Certificate Insurer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L2), Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Trustee and the Indenture Trustee NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture Trustee; NIMS Insurer and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Trustee and the Indenture Trustee NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsCertificates; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated, with the consent of the NIMS Insurer, a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee and the NIMS Insurer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the NIMS Insurer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp), Pooling and Servicing Agreement (Option One Mortgage Accep Corp Asset Back Certs Ser 2003-4)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on upon it except (ia) upon a 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 other activities carried on by it or any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or such Affiliate at the date of this Agreement or (iib) upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor master servicer to the Company Issuer and the Indenture Trustee in writing writing, and such proposed successor master servicer is reasonably shall be acceptable to the Company Issuer and the Indenture Trustee; and (bii) each Rating Agency Agency, after prior notice thereto, shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer and the Indenture Trustee prior to the appointment of the such proposed successor master servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will would not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bondsa Rating Event; PROVIDED, HOWEVERprovided, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation An Opinion of Counsel delivered to the Issuer and the Indenture Trustee shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeServicer.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Securities Inc), Sale and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction reduc tion or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation resig nation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation subroga tion or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Servicing Agreement (Imh Assets Corp), Servicing Agreement (Impac CMB Trust Series 1998-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02 above, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Notes; and (c) such proposed successor servicer is reasonably acceptable to the then current rating of Insurer, as evidenced by a letter to the BondsIndenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02 below. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 below as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Insurer. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Master Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (First Horizon Asset Sec HELOC Notes Ser 2007-He1), Sale and Servicing Agreement (First Horizon Asset Sec HELOC Notes Ser 2006-He2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) confirmed to the Company and the Indenture Trustee prior to that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of the Bonds Class A or Class M Notes; and (c) such proposed successor servicer has agreed in writing to assume the then current rating obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; PROVIDEDprovided, HOWEVERhowever, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Household Mortgage Loan Trust 2003-Hc1), Sale and Servicing Agreement (Household Mortgage Loan Trust 2004-Hc1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Trustee and the Indenture Trustee NIMs Insurer in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture Trustee; NIMs Insurer and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Trustee and the Indenture Trustee NIMs Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsCertificates; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become 109 effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated, with the consent of the NIMs Insurer, a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee and the NIMs Insurer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the NIMs Insurer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Option One Mort Ln Trust Asset Back Certs Ser 2001-3), Pooling and Servicing Agreement (Asset Backed Certificates Series 2001-2)
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.35, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture Trustee.Trustee and any NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency and any NIMS Insurer of the resignation of the Master Servicer. If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Xxxxx Fargo Bank, N.A. as Securities Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Xxxxx Fargo Bank, N.A. as the Securities Administrator, Paying Agent and Certificate Registrar. 109
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (HarborView 2007-7), Pooling and Servicing Agreement (HarborView 2007-7)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Credit Enhancement Instrument; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Revolving Credit Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Revolving Credit Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 2 contracts
Samples: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor master servicer to the Company and the Indenture Trustee in writing and such proposed successor master servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDEDprovide , HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Cendant Mortgage Capital LLC), Pooling and Servicing Agreement (CDMC Mortgage Pass-Through Certificates Series 2003-1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02 above, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (ia) 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (iib) upon satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeEnhancer; and (bii) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in cause a Rating Event, if determined without regard to the reduction or withdrawal of Policy; and (iii) such proposed successor servicer is reasonably acceptable to the then current rating of Enhancer, as evidenced by a letter to the Bonds or Issuer and the then current rating of the BondsIndenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (ia) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02 hereof. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 hereof as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Enhancer.
Appears in 2 contracts
Samples: Master Servicing Agreement (SG Mortgage Securities, LLC), Master Servicing Agreement (SG Mortgage Securities, LLC)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of related Policy; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Equity Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 2 contracts
Samples: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor master servicer to the Company and the Indenture Trustee in writing and such proposed successor master servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Regular Certificates or the then current rating of the Bondsratings that are in effect; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Cendant Mortgage Capital LLC)
Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each the Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to stating that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result satisfy the Rating Agency Condition; and (c) such proposed successor servicer has agreed in writing to assume the reduction or withdrawal obligations of Master Servicer hereunder and under each relevant Basic Document and Series Related Document and (d) the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the then current rating Master Servicer and the appointment of and acceptance by the Bonds or the then current rating of the Bondsproposed successor servicer have been satisfied; PROVIDED, HOWEVER, that that, in the case of clause (i) above, no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 2 contracts
Samples: Master Sale and Servicing Agreement (Household Auto Receivables Corp), Master Sale and Servicing Agreement (Household Auto Receivables Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) confirmed to the Company and the Indenture Trustee prior to that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of the Bonds Class A or Class M Notes; and (c) such proposed successor servicer has agreed in writing to assume the then current rating obligations of Master Servicer hereunder and the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; PROVIDED, HOWEVER, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Household Mortgage Loan Trust 2002 Hc1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture Trustee; Certificate Insurer and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in rin the reduction or withdrawal of the then current rating of the Bonds or Certificates without regard to the then current rating of the BondsPolicy; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's Ss responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp New South Home Equity Trust 2001-1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Neither Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the either Master Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the related Master Servicer and delivered to the Indenture Trustee. No resignation of either Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the related Master Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Master 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 Master Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Master Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the related Master 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.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp Asset Back Certs Ser 2003-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Investor Certificates [without regard to the then current rating of Policy; and (c) such proposed successor Master Servicer is reasonably acceptable to the Bonds; PROVIDEDCredit Enhancer in its sole discretion, HOWEVERas evidenced by a letter to the Trustee;] provided, however, that no such resignation by the Master Servicer shall become effective until such the Trustee or successor servicer or, in Master Servicer designated by the case of (i) above, the Indenture Trustee, Master Servicer as pledgee of the Mortgage Loans, provided above shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee[and the Credit Enhancer]. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Certificateholder[ or the Credit Enhancer] for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.35, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture TrusteeTrustee and any NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency and any NIMS Insurer of the resignation of the Master Servicer. 104 If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Xxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Xxxxx Fargo Bank, N.A. as the Securities Administrator, Administrator, Paying Agent and Certificate Registrar.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (HarborView 2007-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each the Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to stating that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result satisfy the Rating Agency Condition; and (c) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each relevant Basic Document and Series Related Document and (d) the Master Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; provided, however, that, in the reduction or withdrawal case of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDEDclause (i) above, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's Servicers responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Samples: Master Sale and Servicing Agreement (Household Automotive Trust 2001-1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to stating that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of the Bonds or Class A Certificates; (c) such proposed successor servicer is reasonably acceptable to the then current rating Credit Enhancer, as evidenced by a letter to the Trustee; and (d) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under the Insurance Agreement and the Master Servicer has delivered to the Trustee and the Credit Enhancer an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; PROVIDEDprovided, HOWEVERhowever, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation the Trustee shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.have
Appears in 1 contract
Samples: Pooling and Servicing Agreement (HFC Revolving Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master 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 or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Indenture Trustee [and the Indenture Trustee Insurer (for so long as it is the Controlling Party)] in writing and such proposed successor servicer is reasonably acceptable to the Company Indenture Trustee[, the Insurer (for so long as it is the Controlling Party) ]and the Indenture TrusteeAdministrative Agent, where one exists, or otherwise, the Managing Agents; and (b) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each Rating Agency shall have Basic Document to which it is a party and (c) the Master Servicer has delivered a letter (obtained by to the Indenture Trustee [and at the expense Insurer ]an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer) to the Company Servicer and the Indenture Trustee prior to the appointment of and acceptance by the proposed successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bondshave been satisfied; PROVIDED, HOWEVER, that that, in the case of clause (i) above, no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer [reasonably acceptable to the Insurer (for as long as it is the Controlling Party) ]in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of its obligations hereunder arising prior to the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination effective date of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementsuch resignation. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee[ and the Insurer].
Appears in 1 contract
Samples: Master Sale and Servicing Agreement (Household Auto Receivables Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee) or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction reduction, qualification or withdrawal of the then current rating of the Bonds or the then current rating of the BondsNotes; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.026.02 and has accepted such appointment. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Noteholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any The Indenture Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Master Servicer of all the Master Servicer’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 Servicing Default exists, agree that upon delivery to the Indenture Trustee by the Servicing Rights Pledgee of a letter signed by the Master Servicer whereunder the Master Servicer shall resign as Master Servicer under this Agreement, the Indenture Trustee shall appoint the Servicing Rights Pledgee or its designee as successor Master Servicer, provided that at the time of such determination permitting appointment, the resignation Servicing Rights Pledgee or such designee meets the requirements of a successor Master Servicer pursuant to Section 6.02 and agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee either does not satisfy the requirements for a successor Master Servicer under Section 6.02 or does not agree to be subject to the terms of this Agreement, the Indenture Trustee shall appoint another successor Master Servicer as provided in Section 6.02. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor, the Servicing Fee and other compensation payable to the Master Servicer pursuant to this Agreement shall thereafter be evidenced by an Opinion of Counsel payable from time to time to such effect delivered to the Indenture Trusteesuccessor in accordance with this Agreement.
Appears in 1 contract
Samples: Servicing Agreement (American Home Mortgage Investment Trust 2004-3)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture TrusteeCertificate Insurer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Class A Certificates or the then current rating of ratings that are in effect without taking into account the BondsPolicy and (c) such proposed successor servicer is reasonably acceptable to the Certificate Insurer, as evidenced by a letter to the Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of 103 responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Opt One Mort Accept Corp Loan Tr Asset Bk Cert Ser 1999-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each the Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to stating that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result satisfy the Rating Agency Condition; and (c) such proposed successor servicer has agreed in writing to assume the reduction or withdrawal obligations of Master Servicer hereunder and under each relevant Basic Document and (d) the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the then current rating Master Servicer and the appointment of and acceptance by the Bonds or the then current rating of the Bondsproposed successor servicer have been satisfied; PROVIDED, HOWEVER, that that, in the case of clause (i) above, no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Household Auto Receivables Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Company, the Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Company, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsBonds without taking into account the Bond Insurance Policy; and (c) such proposed successor servicer is acceptable to the Bond Insurer, as evidenced by a letter to the Company and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed approved in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder or the Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Bond Insurer.
Appears in 1 contract
Samples: Servicing Agreement (Imh Assets Corp Collateralized Asset-Backed BDS Ser 1999-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on upon it except (ia) upon a 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 other activities carried on by it or any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or such Affiliate at the date of this Agreement or (iib) upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor master servicer to the Company and Issuer, the Indenture Trustee and, in writing the case of the Mortgage Loans in Group I, the Enhancer in writing, and such proposed successor master servicer is shall be reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeEnhancer; and (bii) each Rating Agency Agency, after prior notice thereto, shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and Issuer, the Indenture Trustee and the Enhancer prior to the appointment of the such proposed successor master servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will would not result in a Rating Event, if determined without regard to the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsPolicy; PROVIDED, HOWEVERprovided, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation An Opinion of Counsel delivered to the Issuer, the Indenture Trustee and the Enhancer and shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeServicer.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDEDSecurities, HOWEVERprovided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Trustee and the Indenture Trustee NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture Trustee; NIMS Insurer and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Trustee and the Indenture Trustee NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master 127 Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsCertificates; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated, with the consent of the NIMS Insurer, a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee and the NIMS Insurer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the NIMS Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Certs Ser 2003 1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the The Master Servicer shall not resign from the obligations and duties hereby imposed on it it, except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction are in material conflict by reason of applicable law with any other activities carried on by it, the following conditions: (a) other activities of the Master Servicer has proposed so causing such a successor servicer to the Company conflict being of a type and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation nature carried on by the Master Servicer shall become effective until such successor servicer or, in at the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision date of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee. The Master Servicer shall notify the Rating Agency of any such resignation. No such resignation shall become effective until the Back-up Servicer or other successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Master Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided that (i) the Master Servicer obtains the prior written consent of the Rating Agency, (ii) the transferee is a FNMA- or FHLMC- approved servicer having a net worth of not less than $______________, (iii) the successor servicer assumes all of the Master Servicer's responsibilities and obligations (except the repurchase obligations set forth in Sections 2.2 and 2.3 hereof, which shall remain obligations of the Depositor) in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Master Servicer hereunder; provided however, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Master Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided further that, any consent to such transfer will not be unreasonably withheld by the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor master servicer to the Company and the Indenture Trustee in writing and such proposed successor master servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Investor Certificates without regard to the then current rating of Policy; and (c) such proposed successor master servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such the Trustee or successor master servicer or, in designated by the case of (i) above, the Indenture Trustee, Master Servicer as pledgee of the Mortgage Loans, provided above shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Certificateholder or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.35, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture TrusteeTrustee and any NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency and any NIMS Insurer of the resignation of the Master Servicer. If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Xxxxx Fargo Bank, N.A. as Securities Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Xxxxx Fargo Bank, N.A. as the Securities Administrator, Paying Agent and Certificate Registrar.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (HarborView 2007-5)
Master Servicer Not to Resign. Subject to the provisions of ----------------------------- Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Investor Certificates without regard to the then current rating of Policy; and (c) such proposed successor Master Servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer -------- ------- shall become effective until such the Trustee or successor servicer or, in Master Servicer designated by the case of (i) above, the Indenture Trustee, Master Servicer as pledgee of the Mortgage Loans, provided above shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Certificateholder or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee) or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction reduction, qualification or withdrawal of the then current rating of the Bonds or the then current rating of the BondsNotes; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.026.02 and has accepted such appointment. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Noteholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Samples: Servicing Agreement (American Home Mortgage Investment Trust 2004-2)
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.35, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency of the resignation of the Master Servicer. If, at any time, Wxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to Section 7.01, then at such time Wxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Wxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Wxxxx Fargo Bank, N.A. as the Securities Administrator, Administrator, Paying Agent and Certificate Registrar.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RBSGC Mortgage Loan Trust 2007-B)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Company, the Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Company, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsBonds without taking into account the Bond Insurance Policy; and (c) such proposed successor servicer is acceptable to the Bond Insurer, as evidenced by a letter to the Company and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder or the Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Bond Insurer.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 6.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Trustee and the Indenture Trustee NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Company Trustee and the Indenture Trustee; NIMS Insurer and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Trustee and the Indenture Trustee NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsCertificates; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become 114 effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated, with the consent of the NIMS Insurer, a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by Any such determination permitting the resignation of the Master Servicer pursuant to any provision clause (i) above shall be evidenced by an Opinion of this Servicing AgreementCounsel to such effect delivered to the Trustee and the NIMS Insurer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the NIMS Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Acc Corp Asset Backed Cert Ser 2001-4)
Master Servicer Not to Resign. Subject to the provisions of Section 5.029.3, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Indenture Trustee and the Indenture TrusteeAdministrative Agent, where one exists, or otherwise, the Managing Agents; and (b) such proposed successor servicer has agreed in writing to assume the obligations of Master Servicer hereunder and under each Rating Agency shall have Basic Document to which it is a party and (c) the Master Servicer has delivered a letter (obtained by and at to the expense Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Master Servicer) to the Company Servicer and the Indenture Trustee prior to the appointment of and acceptance by the proposed successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bondshave been satisfied; PROVIDED, HOWEVER, that that, in the case of clause (i) above, no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.0210.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 10.1 and 6.02 10.3 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Samples: Master Sale and Servicing Agreement (Household Auto Receivables Corp)
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.34, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture Trustee, the Certificate Insurer and any NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee, the Certificate Insurer and any NIMS Insurer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency, the Certificate Insurer and any NIMS Insurer of the resignation of the Master Servicer. If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.22, or sells or assigns its rights and obligations under Section 3.34, or is removed as Master Servicer pursuant to Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Xxxxx Fargo Bank, N.A. as Securities Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Xxxxx Fargo Bank, N.A. as the Securities Administrator, Paying Agent and Certificate Registrar.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor master servicer to the Company Depositor, the Administrator and the Indenture Trustee in writing and such proposed successor master servicer is reasonably acceptable to the Company Depositor, the Administrator, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Depositor, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities; and (c) such proposed successor master servicer is reasonably acceptable to the then current rating of Credit Enhancer, as evidenced by a letter to the BondsDepositor and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage LoansCollateral, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Securityholder or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.2, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Credit Enhancement Instrument; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Revolving Credit Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Revolving Credit Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.2. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.1 and 6.02 7.2 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 1 contract
Samples: Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.01 and Section 7.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company Trustee and the Indenture Trustee Certificate Insurer in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company Trustee and the Indenture TrusteeCertificate Insurer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating any of the BondsCertificates (without regard to the Policy); PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in Master Servicer or the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loansif it becomes successor Master Servicer, shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L3)
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.34, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency of the resignation of the Master Servicer. If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.28, or sells or assigns its rights and obligations under Section 3.30, or is removed as Master Servicer pursuant to Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Xxxxx Fargo Bank, N.A. as Securities Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Xxxxx Fargo Bank, N.A. as the Securities Administrator, Paying Agent and Certificate Registrar.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Harborview 2006-Bu1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.2, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating any Class of the BondsCertificates; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer Master Servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder (including, without limitation the obligations of the Master Servicer under Section 3.4) or another the Trustee shall have designated a successor Master Servicer has been appointed in accordance with Section 6.028.2. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.1 and 6.02 8.2 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Certificateholders. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Certificateholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the The Trustee shall provide written notice to each Holder of a Certificate promptly after any resignation of by the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trusteehereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Residential Securitization Transactions Inc)
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.34, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture TrusteeTrustee and any NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency and any NIMS Insurer of the resignation of the Master Servicer. If, at any time, Wxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.28, or sells or assigns its rights and obligations under Section 3.30, or is removed as Master Servicer pursuant to Section 7.01, then at such time Wxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Wxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Wxxxx Fargo Bank, N.A. as the Securities Administrator, Administrator, Paying Agent and Certificate Registrar.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Harborview 2006-8)
Master Servicer Not to Resign. Subject to the provisions of ------------------------------ Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Company, the Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Company, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsBonds without taking into account the Bond Insurance Policy; PROVIDEDand (c) such proposed successor servicer is acceptable to the Bond Insurer, HOWEVERas evidenced by a letter to the Company and the Indenture Trustee; provided, however, that no such resignation by the Master -------- ------- Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder or the Bond Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Bond Insurer.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.2, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer Master 141 148 Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating any Class of the BondsCertificates; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer Master Servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder (including, without limitation the obligations of the Master Servicer under Section 3.4) or another the Trustee shall have designated a successor Master Servicer has been appointed in accordance with Section 6.028.2. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.1 and 6.02 8.2 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Certificateholders. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Certificateholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the The Trustee shall provide written notice to each Holder of a Certificate promptly after any resignation of by the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trusteehereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Residential Securitization Transactions Inc)
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.023.35, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Independent Opinion of Counsel (delivered at the expense of the Master Servicer) to such effect delivered to the Indenture TrusteeTrustee and any NIMS Insurer. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 7.02 hereof. The Trustee shall notify each Rating Agency and any NIMS Insurer of the resignation of the Master Servicer. If, at any time, Xxxxx Fargo Bank, N.A., as Master Servicer resigns under this Section 3.33, or sells or assigns its rights and obligations under Section 3.31, or is removed as Master Servicer pursuant to Section 7.01, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Administrator, Paying Agent and Certificate Registrar under this Agreement. No such resignation by Xxxxx Fargo Bank, N.A. as Securities Administrator, Administrator, Paying Agent or Certificate Registrar under this Agreement shall become effective until a successor Securities Administrator, successor Administrator, successor Paying Agent and successor Certificate Registrar reasonably satisfactory to the Depositor shall have assumed the responsibilities and obligations of the Securities Administrator, Administrator, Paying Agent and Certificate Registrar in accordance with this Agreement. The Securities Administrator shall notify each Rating Agency of the resignation of Xxxxx Fargo Bank, N.A. as the Securities Administrator, Administrator, Paying Agent and Certificate Registrar.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions ----------------------------- of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor master servicer to the Company and the Indenture Trustee in writing writing, which shall be the Designated Subservicer, unless the Designated Subservicer elects not to become the successor master servicer, then another successor master servicer, and such proposed successor master servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Class A Certificates; and (c) such proposed successor servicer is reasonably acceptable to the then current rating of Certificate Insurer, as evidenced by a letter to the BondsTrustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master -------- ------- Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Certificate Insurer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Certificateholder or the Certificate Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Certificate Insurer.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company Issuer, the Note Insurer and the Indenture Trustee in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company Issuer and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Note Insurer and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Notes or the then current rating of the BondsNotes that would be in effect without taking into account the Note Insurance Policy; PROVIDEDand (c) such proposed successor Master Servicer is acceptable to the Note Insurer, HOWEVERas evidenced by a letter to the Issuer, the Master Servicer and the Indenture Trustee; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer Master Servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer has been appointed in accordance with Section 6.02; provided, however, if the Master Servicer resigns, Advanta Mortgage Corp. USA ("Advanta"), if it so chooses and it is acceptable to the Note Insurer, shall be the successor Master Servicer. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Noteholder or the Note Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.the
Appears in 1 contract
Samples: Servicing Agreement (Pacificamerica Money Center Inc)
Master Servicer Not to Resign. Subject to the provisions ----------------------------- of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor master servicer to the Company and the Indenture Trustee in writing and such proposed successor master servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating ratings of the Bonds or Class A Certificates; and (c) such proposed successor master servicer is reasonably acceptable to the then current rating of Certificate Insurer, as evidenced by a letter to the BondsTrustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.028.02; and provided, further, that any Affiliate of the Master Servicer whose senior, unsecured long-term debt rating is at least "Baa2" by Xxxxx'x or "BBB" by S&P at the time of appointment shall be deemed to be reasonably acceptable to the Trustee. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc Home Eq Ln as Bk Cer Ser 1999-2)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.2, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company Trustee and the Indenture TrusteeCertificate Insurer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsClass A Certificates; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer Master Servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder (including, without limitation the obligations of the Master Servicer under Section 3.4) or another the Trustee shall have designated a successor Master Servicer has been appointed in accordance with Section 6.028.2. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.1 and 6.02 8.2 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee, the Certificate Insurer and the Certificateholders. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Certificateholder or the Certificate Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the 77 resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Certificate Insurer. The Trustee shall provide written notice to each Holder of a Certificate promptly after any resignation by the Master Servicer hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Residential Securitization Transactions Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCredit Enhancer; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or Securities, if determined without regard to the then current rating of Credit Enhancement Instrument; and (c) such proposed successor servicer is reasonably acceptable to the BondsCredit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; PROVIDEDprovided, HOWEVERhowever, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Home Equity Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.027.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 7.01 and 6.02 7.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Credit Enhancer.
Appears in 1 contract
Samples: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)
Master Servicer Not to Resign. Subject to the provisions of Section 5.027.02, the Master 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 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) confirmed to the Company and the Indenture Trustee prior to that the appointment of the successor servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then then-current rating of the Bonds Class A or Class M Certificates; and (c) such proposed successor servicer has agreed in writing to assume the then current rating obligations of Master Servicer hereunder and the Master Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the BondsMaster Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; PROVIDED, HOWEVER, that in the case of clause (i) above no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Trustee shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 8.01 and 6.02 8.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (HFC Revolving Corp)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer Master Servicer to the Company Issuer, the Note Insurer and the Indenture Trustee in writing and such proposed successor servicer Master Servicer is reasonably acceptable to the Company Issuer and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company Issuer, the Note Insurer and the Indenture Trustee prior to the appointment of the successor servicer Master Servicer stating that the proposed appointment of such successor servicer Master Servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds Notes or the then current rating of the BondsNotes that would be in effect without taking into account the Note Insurance Policy; PROVIDEDand (c) such proposed successor Master Servicer is acceptable to the Note Insurer, HOWEVERas evidenced by a letter to the Issuer, the Master Servicer and the Indenture Trustee; provided, however, that no such resignation by the Master Servicer shall become effective until such successor servicer Master Servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer has been appointed in accordance with Section 6.02; provided, however, if the Master Servicer resigns, Advanta Mortgage Corp. USA ("Advanta"), if it so chooses and it is acceptable to the Note Insurer, shall be the successor Master Servicer. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder Noteholder or the Note Insurer for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeTrustee and the Note Insurer.
Appears in 1 contract
Samples: Servicing Agreement (Pacificamerica Money Center Inc)
Master Servicer Not to Resign. Subject to the provisions of Except as provided in Section 5.025.07, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon a determination that the performance of its obligations or any such duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will impermissibility cannot result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another successor Master Servicer has been appointed in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreementbe cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel addressed to the Indenture Trustee (or the Indenture Trustee with respect to the REMIC Class A Notes or the Trustee with respect to the REMIC Certificates, as applicable) and the Issuing Entity (or the Underlying REMIC Trust) to such effect delivered to the Indenture TrusteeTrustee and the Issuing Entity. No such resignation by the Master Servicer shall become effective until the Company or the Indenture Trustee (or the Indenture Trustee with respect to the REMIC Class A Notes or the Trustee with respect to the REMIC Certificates, as applicable) or a successor to the Master Servicer reasonably satisfactory to the Indenture Trustee and Company shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 6.02 hereof. The Indenture Trustee (or the Indenture Trustee with respect to the REMIC Class A Notes or the Trustee with respect to the REMIC Certificates, as applicable) shall notify the Rating Agencies of the resignation of the Master Servicer. Any resignation of the Master Servicer shall result in the automatic resignation of the Securities Administrator.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Bear Stearns Asset Backed Securities I LLC)
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on upon it except (ia) upon a 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 other activities carried on by it or any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or such Affiliate at the date of this Agreement or (iib) upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have provided the Issuer, the Indenture Trustee, the Enhancer and each Rating Agency with 30 days prior written notice of its intention to resign; (ii) the Master Servicer shall have proposed a successor master servicer to the Company and Issuer, the Indenture Trustee and, in writing the case of the Mortgage Loans in Group I, the Enhancer in writing, and such proposed successor master servicer is shall be reasonably acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeEnhancer; and (biii) each Rating Agency Agency, after prior notice thereto, shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and Issuer, the Indenture Trustee and the Enhancer prior to the appointment of the such proposed successor master servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will would not result in a Rating Event, if determined without regard to the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsPolicy; PROVIDED, HOWEVERprovided, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's ’s responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation An Opinion of Counsel delivered to the Issuer, the Indenture Trustee and the Enhancer and shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeServicer.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Irwin Home Equity Loan Trust 2004-1)
Master Servicer Not to Resign. Subject to the provisions of Section 5.02, the Master 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 or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Company and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsNotes; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Master Servicer has been appointed servicer in accordance with Section 6.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation subroga- tion or otherwise) or other action against any Bondholder Noteholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee.
Appears in 1 contract
Master Servicer Not to Resign. Subject to the provisions of Section 5.026.02, the Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on upon it except (ia) upon a 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 other activities carried on by it or any Affiliate thereof, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or such Affiliate at the date of this Agreement or (iib) upon the satisfaction of the following conditions: (ai) the Master Servicer has shall have proposed a successor master servicer to the Company and Issuer, the Indenture Trustee and the Enhancer in writing writing, and such proposed successor master servicer is reasonably shall be acceptable to the Company Issuer, the Indenture Trustee and the Indenture TrusteeEnhancer; and (bii) each Rating Agency Agency, after prior notice thereto, shall have delivered a letter (obtained by and at the expense of the Master Servicer) to the Company and Issuer, the Indenture Trustee and the Enhancer prior to the appointment of the such proposed successor master servicer stating that the such proposed appointment of such successor servicer as Master Servicer hereunder will would not result in a Rating Event (determined without regard to payments under the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the BondsPolicy); PROVIDED, HOWEVERprovided, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer's responsibilities and obligations hereunder or another the Indenture Trustee shall have designated a successor Master Servicer has been appointed master servicer in accordance with Section 6.027.02. Any such resignation An Opinion of Counsel delivered to the Issuer, the Indenture Trustee and the Enhancer and shall not relieve the Master Servicer of responsibility for be required in connection with any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder for any amounts paid by the Master Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture TrusteeServicer.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
