Common use of Servicer Not to Resign Clause in Contracts

Servicer Not to Resign. Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement and the Pooling and Servicing Agreement as Servicer except upon determination that the performance of its duties under this Agreement or under the Pooling and Servicing Agreement, as the case may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.027.3, the Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon a determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Owner Trustee and the Owner Indenture Trustee. If, at No such resignation shall become effective until the time of resignation, Indenture Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have (i) assumed the responsibilities and obligations of the Servicer in accordance with Section 7.028.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 8 thereof.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the obligations and duties hereby imposed on it except by this Agreement as mutual consent of the Servicer except and the Owner or upon the determination that the performance of its duties under this Agreement may be, is hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by 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 Indenture Trustee Owner which Opinion of Counsel shall be in form and substance acceptable to the Owner TrusteeOwner. If, at the time of resignation, No such resignation shall become effective until a successor Servicer has not accepted appointment as shall have assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of hereunder in the Servicer manner provided in accordance with Section 7.0211.01.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the obligations and duties hereby imposed on it except by this Agreement as mutual consent of the Servicer except and the Owner or upon the determination that the performance of its Servicer's duties under this Agreement may be, is hereunder are no longer permissible under applicable lawApplicable Requirements and such incapacity cannot be cured by 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 Indenture Trustee and the Owner TrusteeOwner. If, at the time of resignation, No such resignation shall become effective until a successor Servicer which satisfies the requirements set forth in Section 9.1 has not accepted appointment as assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer hereunder in accordance with Section 7.02such Section.

Servicer Not to Resign. Subject to the provisions of Except as provided in Section 7.027.07, the Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon a determination that the performance of its any such duties under this Agreement may be, is hereunder are no longer permissible under applicable lawlaw and such impermissibility cannot be cured. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Independent Counsel addressed to the Trustee to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation by the time of resignation, Servicer shall become effective until the Trustee or a successor to the Servicer has not accepted appointment as Servicer, reasonably satisfactory to the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.028.02 hereof. The Trustee shall notify the Rating Agencies upon notice of the resignation of the Servicer.

Servicer Not to Resign. (a) Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.024.02, the Servicer shall not resign from the its obligations and duties hereby imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is 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 to such effect delivered to the Indenture Trustee and Master Servicer. No such resignation by the Owner Trustee. If, at Servicer shall become effective until the time of resignation, Master Servicer or a successor Servicer has not accepted appointment as shall have assumed such Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer in accordance with Section 7.025.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by this Agreement as mutual consent of the Servicer except and the Owner or upon the determination that the performance of its duties under this Agreement may be, is hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by 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 Indenture Trustee Owner which Opinion of Counsel shall be in form and substance acceptable to the Owner TrusteeOwner. If, at the time of resignation, No such resignation shall become effective until a successor Servicer has not accepted appointment as shall have assumed the Servicer, the Indenture Trustee shall assume the ’s responsibilities and obligations of hereunder in the Servicer manner provided in accordance with Section 7.0212.01.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon the determination that the performance of its such Servicer's duties under this Agreement may be, is hereunder are no longer permissible under applicable lawApplicable Requirements and such incapacity cannot be cured by such Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner TrusteeOwner. If, at the time of resignation, No such resignation shall become effective until a successor Servicer that satisfies the requirements set forth in Section 9.1 has not accepted appointment as assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer hereunder in accordance with Section 7.02such Section.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is shall no longer be permissible under applicable lawlaw or otherwise with the consent of the Owner Trustee, the Indenture Trustee and the Insurer. Any such determination described above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, No such resignation shall become effective until the Indenture Trustee or a successor servicer shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.0214.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Indenture Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer it, except upon determination that the performance of its duties under this Agreement may be, is 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 to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time The Servicer shall notify each Rating Agency of any such resignation, . No such resignation shall become effective until a successor Servicer has not accepted appointment as servicer shall have assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer in accordance with Section 7.027.5 hereof.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer Xxxxxxxx has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement or the Titling Trust Servicing Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, or the Titling Trust Servicing Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Indenture Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon the determination that the performance of its such Servicer’s duties under this Agreement may be, is hereunder are no longer permissible under applicable lawApplicable Requirements and such incapacity cannot be cured by such Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner TrusteeOwner. If, at the time of resignation, No such resignation shall become effective until a successor Servicer that satisfies the requirements set forth in Section 9.1 has not accepted appointment as assumed the Servicer, the Indenture Trustee shall assume the ’s responsibilities and obligations of the Servicer hereunder in accordance with Section 7.02such Section.

Servicer Not to Resign. Subject to the provisions of Except as provided in Section 7.027.07, the Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon a determination that the performance of its any such duties under this Agreement may be, is hereunder are no longer permissible under applicable lawlaw and such impermissibility cannot be cured. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Independent Counsel addressed to the Trustee to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation by the time of resignation, Servicer shall become effective until the Trustee or a successor to the Servicer has not accepted appointment as Servicer, reasonably satisfactory to the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.028.02. The Trustee shall notify the Rating Agencies upon notice of the resignation of the Servicer.

Servicer Not to Resign. Subject to the provisions of Section 7.028.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to each Trustee. No such resignation shall become effective until the Indenture Trustee and the Owner Trustee. If, at the time of resignation, or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.028.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is shall no longer be permissible under applicable lawlaw or otherwise with the consent of the Trustee and the Surety Bond Issuer. Any such determination described above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee servicer shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.0214.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is shall no longer be permissible under applicable lawlaw or otherwise with the consent of the Trustee and the Insurer. Any such determination described above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee servicer shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.0214.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon the determination that the performance of its such Servicer's duties under this Agreement may be, is hereunder are no longer permissible under applicable lawApplicable Requirements and such incapacity cannot be cured by such Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner TrusteeOwner. If, at the time of resignation, No such resignation shall become effective until a successor Servicer which satisfies the requirements set forth in Section 9.1 has not accepted appointment as assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer hereunder in accordance with Section 7.02such Section.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement and the Pooling and Servicing Agreement as Servicer except upon determination that the performance of its duties under this Agreement or under the Pooling and Servicing Agreement, as the case may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Indenture Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon a determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel (which counsel shall be outside counsel to the Servicer) to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee servicer shall assume have assumed the responsibilities and obligations of the outgoing Servicer in accordance with Section 7.029.2.

Servicer Not to Resign. Subject to the provisions of ---------------------- Section 7.028.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to each Trustee. No such resignation shall become effective until the Indenture Trustee and the Owner Trustee. If, at the time of resignation, or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.028.02.

Servicer Not to Resign. Subject to the provisions of Section 7.027.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to the Indenture Trustee and Agent. No such resignation shall become effective until the Owner Trustee. IfAgent, at the time of resignation, its designee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.026.15.

Servicer Not to Resign. Subject to the provisions of Section 7.0217.03, the Servicer shall not resign from the obligations and duties imposed on it by this the Agreement as Servicer except upon determination that the performance of its duties under this the Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Trustee or a successor Successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02.18.03. ARTICLE EIGHTEEN

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is shall no longer be permissible under applicable lawlaw or otherwise with the consent of the Trustee and the Insurer. Any such determination described above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee servicer shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.0214.02. Notwithstanding anything contained herein to the contrary, if the Trustee shall be the Servicer, it may resign as Servicer if it resigns or is removed as Trustee hereunder.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is shall no longer be permissible under applicable lawlaw or otherwise with the consent of the Owner Trustee, the Indenture Trustee and the Insurer. Any such determination described above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Owner Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee servicer shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.0214.02.

Servicer Not to Resign. (a) . Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. (a). Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.029.02 hereof, the Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, hereunder is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and to the Owner TrusteeRating Agency. If, at the time of resignation, No such resignation shall become effective until a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.029.02 or Section 10.02 hereof.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is shall no longer be permissible under applicable lawlaw or otherwise with the consent of the Owner Trustee, the Indenture Trustee and the Insurer. Any such determination described above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, No such resignation shall become effective until the Indenture Trustee or a successor servicer shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.0213.02.

Servicer Not to Resign. Subject to the provisions of Section 7.027.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement and the Pooling and Servicing Agreement as Servicer except upon determination that the performance of its duties under this Agreement or under the Pooling and Servicing Agreement, as the case may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. [If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with and the provisions of Section 7.028.2 shall apply.]

Servicer Not to Resign. Subject to the provisions of Section 7.026.02, the Servicer shall not resign from the its respective obligations and duties hereby imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is 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 to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation by the time of resignation, Servicer shall become effective until the Trustee or a successor Servicer has not accepted appointment as servicer shall have assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer in accordance with Section 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the obligations and duties imposed on upon it by this Agreement as Servicer hereunder except upon determination that the performance of its such obligations and duties under this Agreement may be, is hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer under this Section 7.04 shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee Trustee. The Servicer shall give notice of any proposed resignation to the Trustee, the Certificateholders and the Owner TrusteeRating Agencies. If, at No such resignation by the time of resignation, Servicer shall become effective until the Trustee or a successor Servicer has not accepted appointment as servicer shall have assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer in accordance with Section 7.028.02 hereof.

Servicer Not to Resign. Subject to the provisions of Section 7.029.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer without the consent of the Special Required Noteholders, except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to each Trustee and the Administrative Agent and the Rating Agencies (with a copy to the initial Noteholders). No such resignation shall become effective until the Indenture Trustee and the Owner Trustee. If, at the time of resignation, or a successor Servicer has not accepted appointment as Servicer, acceptable to the Indenture Trustee Special Required Noteholders shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.029.02.

Servicer Not to Resign. Subject to the provisions of Section 7.025.02 hereof, the Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon consent of the Majority Holders or a determination that the performance of its duties under this Agreement may be, hereunder is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee Trustee, the Noteholders and the Owner TrusteeRating Agencies. If, at the time of resignation, No such resignation shall become effective until a successor Servicer has not accepted appointment as Servicer, reasonably acceptable to the Indenture Trustee Majority Holders shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.026.02 hereof.

Servicer Not to Resign. Subject to the provisions of Section 7.0217.03, the Servicer shall not resign from the obligations and duties imposed on it by this the Agreement as Servicer except upon determination that the performance of its duties under this the Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Trustee or a successor Successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02.18.03. 57 ARTICLE EIGHTEEN EVENTS OF DEFAULT

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is shall no longer be permissible under applicable lawlaw or otherwise with the consent of the Trustee and the Surety Bond Issuer. Any such determination described above permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation shall become effective until the time of resignation, Trustee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee servicer shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02.14.02. 45

Servicer Not to Resign. Subject to the provisions of Section 7.029.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to the Indenture Trustee and Agent. No such resignation shall become effective until the Owner Trustee. IfAgent, at the time of resignation, its designee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.028.15.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the obligations and duties hereby imposed on it by under this Agreement as Servicer Trust Agreement, except upon determination that the performance of its duties under this Agreement may be, is hereunder are no longer permissible under applicable lawlegal. Any such determination permitting the resignation of the Servicer shall be evidenced in writing and accompanied by an Opinion of Counsel to such effect effect, each delivered to the Indenture Trustee Majority Noteholder and the Owner Trustee. IfSuch Opinion of Counsel shall be an expense of the Servicer, at and shall not be an expense of the time of resignation, Trustee or any Noteholder. No such resignation shall become effective until the Trustee or a successor Servicer has not accepted appointment as shall have assumed the Servicer, the Indenture Trustee shall assume the ’s responsibilities and obligations of the Servicer in accordance with Section 7.02this Section.

Servicer Not to Resign. Subject to the provisions of Section 7.02SECTION 6.02, the Servicer shall not resign from the its respective obligations and duties hereby imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is 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 to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No such resignation by the time of resignation, Servicer shall become effective until the Trustee or a successor Servicer has not accepted appointment as servicer shall have assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer in accordance with Section SECTION 7.02.

Servicer Not to Resign. Subject to the provisions of Section 7.026.6, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to the Indenture Trustee and Funding Agent. No such resignation shall become effective until the Owner Trustee. IfFunding Agent, at the time of resignation, its designee or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.026.7.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it them except by this Agreement as mutual consent of the Servicer except and the Agent (with the Required Alternate Lenders' consent), or upon the determination that the performance of its Servicer's duties under this Agreement may be, is hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by a Certificate of an Opinion Authorized Officer of Counsel the Servicer to such effect delivered to the Indenture Trustee and the Owner TrusteeAgent. If, at the time of resignation, No such resignation shall become effective until a successor Servicer has not accepted appointment as assumed the Servicer, the Indenture Trustee shall assume the 's responsibilities and obligations of the Servicer hereunder in accordance with Section 7.026.3.

Servicer Not to Resign. Subject to the provisions of Section 7.027.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement and the Pooling and Servicing Agreement as Servicer except upon determination that the performance of its duties under this Agreement or under the Pooling and Servicing Agreement, as the case may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer an eligible entity has not accepted appointment as successor Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with and the provisions of Section 7.028.2 shall apply.

Servicer Not to Resign. Subject to the provisions of Section 7.02Sections 7.02 and 7.05, the Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer without the consent of the Trustee, except upon a determination that the performance of its duties under this Agreement may be, hereunder is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at No resignation by the time of resignation, Servicer shall become effective until a successor Servicer has not accepted appointment servicer (which may be the Trustee upon its agreement in writing to act as Servicer, the Indenture Trustee a successor servicer) shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.028.02.

Servicer Not to Resign. Subject to the provisions of Section 7.029.02 hereof, the Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon consent of the Certificate Insurer or determination that the performance of its duties under this Agreement may be, hereunder is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and to the Owner TrusteeRating Agencies. If, at the time of resignation, No such resignation shall become effective until a successor Servicer has not accepted appointment as Servicer, acceptable to the Indenture Trustee Certificate Insurer shall assume have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.0211.02 hereof.

Servicer Not to Resign. Subject to the provisions of Section 7.02, the The Servicer shall not resign from the its obligations and duties imposed on it by under this Agreement as Servicer except upon a determination that the performance of its duties under this Agreement may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel (which counsel shall be outside counsel to the Servicer) to such effect delivered to each Trustee. No such resignation shall become effective until the Indenture Trustee and the Owner Trustee. If, at the time of resignation, or a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee servicer shall assume have assumed the responsibilities and obligations of the outgoing Servicer in accordance with Section 7.028.2.