Limitation on Resignation of the Servicer Sample Clauses

Limitation on Resignation of the Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading, qualification or withdrawal of the rating of any of the Certificates or (b) upon determination that its duties under this Agreement are no longer permissible under applicable law. Any such determination under clause (b) permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities, duties, liabilities and obligations under this Agreement and the Depositor shall have received the information described in the following sentence. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the 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 the resignation of the Servicer. ARTICLE SEVEN
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Limitation on Resignation of the Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon (i) determination that its duties hereunder are no longer permissible under applicable law or (ii) by mutual consent of the Servicer, the Depositor and the Trustee. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee and the Securities Administrator. No resignation of the Servicer shall become effective until the Trustee or a successor servicer shall have assumed the 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 and in Sections 3.18, 3.28, 7.01 and 7.02 hereof, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the 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 Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor servicer, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall thereafter be payable to such successor servicer.
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Limitation on Resignation of the Servicer. Subject to Sections 7.01 and 10.11, the Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer, the Depositor and the Trustee or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder.
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Limitation on Resignation of the Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon a determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning Servicer) to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities, duties, liabilities and obligations hereunder.
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Limitation on Resignation of the Servicer. Section 6.05 Additional Indemnification by the Servicer; Third Party Claims
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Limitation on Resignation of the Servicer. 47 SECTION 6.05. RIGHTS OF THE TRUST, THE DEPOSITOR AND OTHERS IN RESPECT OF THE SERVICER.............49 SECTION 6.06.
Sample 1
Limitation on Resignation of the Servicer. The Servicer ----------------------------------------- shall not resign from the obligations and duties hereby imposed on it except (a) by mutual agreement among the Servicer, the Borrower, the Backup Servicer, the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any determination under clause (b) above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel (which counsel shall be acceptable to Lender and, if no Insurer Default shall have occurred and be continuing, the Insurer) to such effect delivered to the Lender, the Backup Servicer, the Borrower and the Insurer. No such resignation shall become effective until a successor Servicer or the Successor Servicer, as the case may be, shall have assumed the Servicer's responsibilities, duties, liabilities and obligations hereunder. Any such successor Servicer must be an established servicer of consumer automobile loans and must be approved in writing by the Lender and, if no Insurer Default shall have occurred and be continuing, the Insurer.
Sample 1