Common use of Servicer Not to Resign; Pledge of Servicing Rights Clause in Contracts

Servicer Not to Resign; Pledge of Servicing Rights. Subject to the provisions of Section 5.02, the 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 Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon the proposal by the Servicer or the Servicing Rights Owner of an Approved Servicer to the Seller, the Depositor and the Master Servicer in writing; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Master Servicer as Successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder or the Master Servicer shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the 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 Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Indenture Trustee. Notwithstanding the foregoing, on or after the Closing Date, the Servicer or the Servicing Rights Owner may pledge and assign all of its right, title and interest in, to and under this Agreement to one or more lenders (“Servicing Rights Pledgees”) selected by the Servicer or the Servicing Rights Owner. Provided that no Servicer Event of Default exists, the Indenture Trustee and the Master Servicer agree that upon delivery to the Indenture Trustee and the Master Servicer by a Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as servicer under this Agreement pursuant to this Section 5.04, the Master Servicer shall appoint such Servicing Rights Pledgee or its designee as Successor Servicer, provided that at the time of such appointment, such Servicing Rights Pledgee or its designee is an Approved Servicer and that such Servicing Rights Pledgee or its designee agrees to be subject to the terms of this Agreement.

Servicer Not to Resign; Pledge of Servicing Rights. Subject to the provisions of Section 5.027.02, the 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 Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon the proposal by the Servicer or the Servicing Rights Owner of an Approved Servicer to the Seller, the Depositor and the Master Servicer Trustee in writing; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Master Servicer as Successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder or the Master Servicer Trustee shall have designated a successor servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the 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 Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor, the Master Servicer, the Securities Administrator Depositor and the Indenture Trustee. Notwithstanding the foregoing, on or after the Closing Date, the Servicer or the Servicing Rights Owner may pledge and assign all of its right, title and interest in, to and under this Agreement to one or more lenders (“Servicing Rights Pledgees”) selected by the Servicer or the Servicing Rights OwnerServicer. Provided that no Servicer Event of Default exists, the Indenture Trustee Trustee, the Seller and the Master Servicer Depositor agree that upon delivery to the Indenture Trustee and the Master Servicer by a Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as servicer under this Agreement pursuant to this Section 5.047.04, the Master Servicer Trustee shall appoint such Servicing Rights Pledgee or its designee as Successor Servicer, provided that at the time of such appointment, such Servicing Rights Pledgee or its designee is an Approved Servicer and that such Servicing Rights Pledgee or its designee agrees to be subject to the terms of this Agreement.

Servicer Not to Resign; Pledge of Servicing Rights. Subject to the provisions of Section 5.027.02, the 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 Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon the proposal by the Servicer or the Servicing Rights Owner of an Approved Servicer to the Seller, the Depositor and the Master Servicer Trustee in writing; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Master Servicer as Successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder or the Master Servicer Trustee shall have designated a successor servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the 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 Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor, the Master Servicer, the Securities Administrator Depositor and the Indenture Trustee. Notwithstanding the foregoing, on or after the Closing Date, the Servicer or the Servicing Rights Owner may pledge and assign all of its right, title and interest in, to and under this Agreement to one or more lenders (“Servicing Rights Pledgees”) selected by the Servicer or the Servicing Rights Owner. Provided that no Servicer Event of Default exists, the Indenture Trustee Trustee, the Seller and the Master Servicer Depositor agree that upon delivery to the Indenture Trustee and the Master Servicer by a Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as servicer under this Agreement pursuant to this Section 5.047.04, the Master Servicer Trustee shall appoint such Servicing Rights Pledgee or its designee as Successor Servicer, provided that at the time of such appointment, such Servicing Rights Pledgee or its designee is an Approved Servicer and that such Servicing Rights Pledgee or its designee agrees to be subject to the terms of this Agreement.

Servicer Not to Resign; Pledge of Servicing Rights. Subject to the provisions of Section 5.02, the 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 Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon the proposal by the Servicer or the Servicing Rights Owner of an Approved Servicer to the Seller, the Depositor and the Master Servicer in writing; providedPROVIDED, howeverHOWEVER, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Master Servicer as Successor Servicer shall have assumed the Servicer’s 's responsibilities and obligations hereunder or the Master Servicer shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the 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 Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Indenture Trustee. Notwithstanding the foregoing, on or after the Closing Date, the Servicer or the Servicing Rights Owner may pledge and assign all of its right, title and interest in, to and under this Agreement to one or more lenders (“"Servicing Rights Pledgees”") selected by the Servicer or the Servicing Rights Owner. Provided that no Servicer Event of Default exists, the Indenture Trustee and the Master Servicer agree that upon delivery to the Indenture Trustee and the Master Servicer by a Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as servicer under this Agreement pursuant to this Section 5.04, the Master Servicer shall appoint such Servicing Rights Pledgee or its designee as Successor Servicer, provided that at the time of such appointment, such Servicing Rights Pledgee or its designee is an Approved Servicer and that such Servicing Rights Pledgee or its designee agrees to be subject to the terms of this Agreement.

Servicer Not to Resign; Pledge of Servicing Rights. Subject to the provisions of Section 5.027.02, the 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 Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon the proposal by the Servicer or the Servicing Rights Owner of an Approved Servicer to the Seller, the Depositor and the Master Servicer in writing; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Master Servicer as Successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder or the Master Servicer shall have designated a successor servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the 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 Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Indenture Trustee. Notwithstanding the foregoing, on or after the Closing Date, the Servicer or the Servicing Rights Owner may pledge and assign all of its right, title and interest in, to and under this Agreement to one or more lenders (“Servicing Rights Pledgees”) selected by the Servicer or the Servicing Rights Owner. Provided that no Servicer Event of Default exists, the Indenture Trustee and Trustee, the Seller, the Master Servicer and the Depositor agree that upon delivery to the Indenture Trustee and the Master Servicer by a Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as servicer under this Agreement pursuant to this Section 5.047.04, the Master Servicer shall appoint such Servicing Rights Pledgee or its designee as Successor Servicer, provided that at the time of such appointment, such Servicing Rights Pledgee or its designee is an Approved Servicer and that such Servicing Rights Pledgee or its designee agrees to be subject to the terms of this Agreement.

Servicer Not to Resign; Pledge of Servicing Rights. Subject With respect to the provisions retention by PHH Mortgage of Section 5.02the servicing of the Mortgage Loans and the REO Properties hereunder, PHH Mortgage acknowledges that the Purchaser and the Trustee as assignee of the Purchaser has acted in reliance upon PHH Mortgage’s independent status, the Servicer adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on it except (i) upon in the case of a partial or complete assignment of the servicing rights to one or more servicers that are Xxxxxx Xxx- or Xxxxxxx Mac-approved or (ii) 3 Business Days following any determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are and such incapacity cannot be cured by PHH Mortgage under subsection (ii) hereof. Notwithstanding anything to the contrary in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliatesthis Agreement, the other activities Servicer shall have the right to pledge its servicing rights hereunder. Other than in the case of a pledge of servicing rights, any determination permitting the transfer of the servicing rights or the resignation of PHH Mortgage shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser. No resignation of the Servicer so causing such or foreclosure by a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) lender upon the proposal by the Servicer or the Servicing Rights Owner Servicer’s servicing rights in connection with a pledge of an Approved Servicer to the Seller, the Depositor and the Master Servicer in writing; provided, however, that no such resignation by the Servicer servicing rights shall become effective until such a successor servicer or, in the case of (i) above, the Master Servicer as Successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder or in the Master Servicer shall have designated a successor servicer manner provided in accordance with Section 6.02. Any such resignation shall not relieve the 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 Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Indenture Trustee. Notwithstanding the foregoing, on or after the Closing Date, the Servicer or the Servicing Rights Owner may pledge and assign all of its right, title and interest in, to and under this Agreement to one or more lenders (“Servicing Rights Pledgees”) selected by the Servicer or the Servicing Rights Owner. Provided that no Servicer Event of Default exists, the Indenture Trustee and the Master Servicer agree that upon delivery to the Indenture Trustee and the Master Servicer by a Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as servicer under this Agreement pursuant to this Section 5.04, the Master Servicer shall appoint such Servicing Rights Pledgee or its designee as Successor Servicer, provided that at the time of such appointment, such Servicing Rights Pledgee or its designee is an Approved Servicer and that such Servicing Rights Pledgee or its designee agrees to be subject to the terms of this Agreement12.

Servicer Not to Resign; Pledge of Servicing Rights. Subject to the provisions of Section 5.027.02, the 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 Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon the proposal by the Servicer or the Servicing Rights Owner of an Approved Servicer to the Seller, the Depositor Depositor, the Certificate Insurer and the Master Servicer Trustee in writing; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Master Servicer Trustee as Successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder or the Master Servicer Trustee shall have designated a successor servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the 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 Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor, the Master Servicer, the Securities Administrator Certificate Insurer and the Indenture Trustee. Notwithstanding the foregoing, on or after the Closing Date, the Servicer or the Servicing Rights Owner may pledge and assign all of its right, title and interest in, to and under this Agreement to one or more lenders (“Servicing Rights Pledgees”) selected by the Servicer or the Servicing Rights Owner. Provided that no Servicer Event of Default exists, the Indenture Trustee Trustee, the Seller and the Master Servicer Depositor agree that upon delivery to the Indenture Trustee and the Master Servicer Certificate Insurer by a Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as servicer under this Agreement pursuant to this Section 5.047.04, the Master Servicer Trustee shall appoint such Servicing Rights Pledgee or its designee as Successor Servicer, provided that at the time of such appointment, such Servicing Rights Pledgee or its designee is an Approved Servicer and that such Servicing Rights Pledgee or its designee agrees to be subject to the terms of this Agreement.

Servicer Not to Resign; Pledge of Servicing Rights. Subject to the provisions of Section 5.027.02, the 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 Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon the proposal by the Servicer or the Servicing Rights Owner of an Approved Servicer to the Seller, the Depositor and the Master Servicer in writing; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Master Servicer as Successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder or the Master Servicer shall have designated a successor servicer in accordance with Section 6.028.02. Any such resignation shall not relieve the 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 Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Indenture Trustee. Notwithstanding the foregoing, on or after the Closing Date, the Servicer or the Servicing Rights Owner may pledge and assign all of its right, title and interest in, to and under this Agreement to one or more lenders (“Servicing Rights Pledgees”) selected by the Servicer or the Servicing Rights Owner. Provided that no Servicer Event of Default exists, the Indenture Trustee and Trustee, the Seller, the Master Servicer and the Depositor agree that upon delivery to the Indenture Trustee and the Master Servicer by a Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as servicer under this Agreement pursuant to this Section 5.047.04, the Master Servicer shall appoint such Servicing Rights Pledgee or its designee as Successor Servicer, provided that at the time of such appointment, such Servicing Rights Pledgee or its designee is an Approved Servicer and that such Servicing Rights Pledgee or its designee agrees to be subject to the terms of this Agreement.