Common use of Servicer and Backup Servicer Not to Resign Clause in Contracts

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 9.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and a Certificate Majority does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 9.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which that would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and a Certificate Majority does not elect to waive or, (ii) in the obligations case of the Servicer or the Backup Servicer, as upon the case may be, to perform prior written consent of Holders of a majority of the duties which render it legally unable to act or to delegate those duties to another Personaggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of CounselCounsel to such effect delivered and acceptable to the Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the ServicerServicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 9.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which that would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and a Certificate Majority does not elect to waive or, (ii) in the obligations case of the Servicer or the Backup Servicer, as upon the case may be, to perform prior written consent of Holders of a majority of the duties which render it legally unable to act or to delegate those duties to another Personaggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of CounselCounsel to such effect delivered and acceptable to the Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the ServicerServicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 9.37.2, neither [neither] the Servicer [nor the Backup Servicer Servicer] shall [not] resign from the obligations and duties imposed on it by this Agreement as Servicer [or Backup Servicer Servicer] except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may berequirements, and a Certificate Note Majority does not elect to waive the obligations of the Servicer [or the Backup Servicer, as the case may be, ,] to perform the duties which that render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer [or Backup Servicer Servicer] shall be evidenced by an Opinion of CounselCounsel to such effect delivered and acceptable to the Owner Trustee and the Indenture Trustee. No resignation of the Servicer shall become effective until [the Backup Servicer or or] a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. [No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event if a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal.60

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 9.37.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer under this Agreement except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to shall no longer be in violation permissible under applicable law. Notice of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and a Certificate Majority does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any any such determination permitting shall be communicated to the resignation of Issuer and the Servicer or Backup Servicer Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of CounselCounsel to such effect delivered to the Issuer and the Indenture Trustee concurrently with or promptly after such notice. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an Eligible Successor Servicer shall have assumed the responsibilities and obligations of the ServicerServicer in accordance with Section 8.2. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer satisfies the Rating Agency Condition shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal.