Common use of Servicer Not to Resign Clause in Contracts

Servicer Not to Resign. Subject to the provisions of Section 8.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if the Majority Noteholders do not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.

Servicer Not to Resign. Subject to the provisions of Section 8.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that that, by reason of a change in legal requirements 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 if the Majority Noteholders do not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.

Servicer Not to Resign. Subject to the provisions of Section 8.3, the The entity then serving as Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer hereunder except upon a determination that by reason of a change in legal requirements (i) the performance of its duties hereunder is no longer permissible under this Agreement would cause it applicable law, (ii) there is no reasonable action which can be taken to be in violation make the performance of such legal requirements in its duties hereunder permissible under applicable law and (iii) a manner which would Successor Servicer shall have a material adverse effect on the Servicer if the Majority Noteholders do not elect to waive the obligations of the Servicer to perform been appointed and accepted the duties which render it legally unable as Servicer pursuant to act or to delegate those duties to another PersonSection 12.2. Any such determination permitting the resignation of the Servicer pursuant to clause (i) of the preceding sentence shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No such resignation of the Servicer shall become be effective until an entity acceptable to the Majority Noteholders a Successor Servicer shall have assumed the responsibilities and obligations of the ServicerServicer in accordance with Section 12.2.

Servicer Not to Resign. Subject to the provisions of Section 8.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if the Majority Noteholders do not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.Owner

Servicer Not to Resign. Subject to the provisions of Section 8.3, 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 by reason of a change in legal requirements the performance of its duties shall no longer be permissible 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 if the Majority Noteholders do not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any applicable law (any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee and the Owner Certificate Insurer). Notice of any such determination permitting the resignation of the Servicer, shall be communicated to the Trustee. No , the Certificate Insurer and the Rating Agencies at the earliest practicable time and any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee concurrently with such notice. No such resignation shall become effective until an entity acceptable to the Majority Noteholders Trustee or other successor Servicer shall have assumed the responsibilities and obligations of the ServicerServicer in accordance with Section 9.2.

Servicer Not to Resign. Subject to the provisions of Section 8.3Sections 6.02 and 6.06, 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 and the Holders of the Required Amount of Certificates, except upon a determination that by reason of a change in legal requirements the performance of its duties hereunder is no longer permissible under this Agreement would cause it to be applicable law or are in violation material conflict by reason of applicable law with any other activities carried on by it, such legal requirements in other activities being of a manner which would have a material adverse effect type and nature carried on by the Servicer if at the Majority Noteholders do not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Persondate hereof. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of by the Servicer shall become effective until an entity acceptable to the Majority Noteholders Trustee or a successor servicer shall have assumed the responsibilities and obligations of the ServicerServicer in accordance with Section 7.01.

Servicer Not to Resign. Subject to the provisions of Section 8.3, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except: (a) as otherwise set forth in this Agreement, (b) by this Agreement as 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 if the Majority Noteholders do not elect to waive the obligations mutual consent of the Servicer and the Owner, or (c) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer; provided, however, that the Servicer shall not be entitled to perform the duties which render it legally unable any Deboarding Fees in connection with a resignation pursuant to act or to delegate those duties to another Personthis clause (c). 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 Owner which opinion of counsel shall be in form and substance acceptable to the Trust Collateral Agent and the Owner TrusteeOwner. No such resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders a successor shall have assumed the Servicer’s responsibilities and obligations of hereunder in the Servicermanner provided in Section 10.01.

Servicer Not to Resign. Subject to the provisions of Section 8.3, the The entity then serving as Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer hereunder except upon a determination that by reason of a change in legal requirements (i) the performance of its duties hereunder is no longer permissible under this Agreement would cause it applicable law, (ii) there is no reasonable action which can be taken to be in violation make the performance of such legal requirements in its duties hereunder permissible under applicable law and (iii) a manner which would Successor Servicer shall have a material adverse effect on the Servicer if the Majority Noteholders do not elect to waive the obligations of the Servicer to perform been appointed and accepted the duties which render it legally unable as Servicer pursuant to act or to delegate those duties to another PersonSection 12.2. Any such determination permitting the resignation of the Servicer pursuant to clause (i) of the preceding sentence shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee and the Owner TrusteeInsurer. No such resignation of the Servicer shall become be effective until an entity acceptable to the Majority Noteholders a Successor Servicer shall have assumed the responsibilities and obligations of the ServicerServicer in accordance with Section 12.2.

Servicer Not to Resign. Subject to the provisions of Section 8.36.02, the Servicer shall not resign from the obligations and duties hereby imposed on it by this Agreement as Servicer except upon a determination that by reason of a change in legal requirements the performance of its obligations or duties hereunder are no longer permissible under this Agreement would cause it to be in violation of applicable law provided, however, that no such legal requirements in a manner which would have a material adverse effect on resignation by the Servicer if shall become effective until the Majority Noteholders do Back-up Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder. Any such resignation shall not elect to waive 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. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Certificateholder for any amounts paid by the Servicer pursuant to perform the duties which render it legally unable to act or to delegate those duties to another Personany provision of this Pooling and Agreement. Any such determination permitting the resignation of the Servicer under clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.

Servicer Not to Resign. Subject to the provisions of Section 8.33.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if and the Majority Noteholders do Note Insurer does not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner TrusteeNote Insurer. No resignation of the Servicer shall become effective until a successor Servicer that is an entity acceptable to eligible servicer as approved by the Majority Noteholders Note Insurer, shall have assumed the responsibilities and obligations of the Servicer.

Servicer Not to Resign. Subject to the provisions of ---------------------- Section 8.33.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if and the Majority Noteholders do Note Insurer does not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner TrusteeNote Insurer. No resignation of the Servicer shall become effective until a successor Servicer that is an entity acceptable to eligible servicer as approved by the Majority Noteholders Note Insurer, shall have assumed the responsibilities and obligations of the Servicer.

Servicer Not to Resign. Subject to the provisions of Section 8.37.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if the Majority Noteholders do and Lender does not elect to waive the obligations of the Servicer 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 Servicer pursuant to the Servicer immediately preceding sentence shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner TrusteeLender. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders Lender shall have assumed the responsibilities and obligations of the Servicer.

Servicer Not to Resign. Subject to the provisions of Section 8.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that that, by reason of a change in legal requirements 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 if the Majority Noteholders do not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.Owner

Servicer Not to Resign. Subject to the provisions of Section 8.3, the The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except: (a) as otherwise set forth in this Agreement; (b) by this Agreement as 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 if the Majority Noteholders do not elect to waive the obligations mutual consent of the Servicer and the Owner; or (c) upon the determination that its duties hereunder are no longer permissible under Applicable Regulations and such incapacity cannot be cured by the Servicer; provided, however, that the Servicer shall not be entitled to perform the duties which render it legally unable any Deboarding Fees or Termination Fees in connection with a resignation pursuant to act or to delegate those duties to another Personthis clause (c). 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 Owner, which opinion of counsel shall be in form and substance acceptable to the Trust Collateral Agent and the Owner TrusteeOwner. No such resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders a successor shall have assumed the Servicer’s responsibilities and obligations of hereunder in the Servicermanner provided in Section 10.01.

Servicer Not to Resign. Subject to the provisions of ---------------------- Section 8.33.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if and the Majority Noteholders do Agent does not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner TrusteeAgent. No resignation of the Servicer shall become effective until a successor Servicer that is an entity acceptable to eligible servicer as approved by the Majority Noteholders Agent, shall have assumed the responsibilities and obligations of the Servicer.

Servicer Not to Resign. Subject to the provisions of Section 8.37.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if the Servicer, and a Note Majority Noteholders do does not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Issuer and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.the

Servicer Not to Resign. Subject to the provisions of Section 8.37.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if the Servicer, and a Note Majority Noteholders do does not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Owner Trustee and the Owner Indenture Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.a successor

Servicer Not to Resign. Subject to the provisions of Section 8.33.2, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if and the Majority Noteholders do Collateral Agent does not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner TrusteeAgent. No resignation of the Servicer shall become effective until a successor Servicer that is an entity acceptable to eligible servicer as approved by the Majority Noteholders Collateral Agent, shall have assumed the responsibilities and obligations of the Servicer.