Common use of The Servicer Not to Resign Clause in Contracts

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Fleet Credit Card Master Trust Ii), Pooling and Servicing Agreement (Travelers Bank Credit Card Master Trust I), Pooling and Servicing Agreement (Travelers Bank Credit Card Master Trust I)

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The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under any Requirement of Law applicable law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) of this Section by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall will become effective until the Trustee or a Successor Servicer shall have has assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 10.02under this Agreement. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor ServicerServicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution that is an Eligible Servicer another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Proffitts Credit Card Master Trust), Pooling and Servicing Agreement (Proffitts Credit Corp), Pooling and Servicing Agreement (Proffitts Credit Card Master Trust)

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (ia) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (iib) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trust and the Trustee. No such resignation shall become effective until the Trustee or a Successor Servicer shall have (i) assumed the responsibilities and obligations of the Servicer in accordance with Section 10.0210.02 hereof and (ii) provided in writing the information reasonably requested by the Seller to comply with its reporting obligations under the Exchange Act with respect to a successor Servicer. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust), Sale and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)

The Servicer Not to Resign. The Subject to subsection 3.1(a), the -------------------------- Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above 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 responsibilities and obligations of the Servicer in accordance with Section 10.0210.2 hereof. If the Trustee is unable within 120 days of the date of the determination that the Servicer may no longer act as Servicer the Trustee is unable delivery to it of such Opinion of Counsel to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction Servicer hereunder (but shall have continued authority to appoint any established institution that is an Eligible Servicer another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Greentree Floorplan Funding Corp), Pooling and Servicing Agreement (Greentree Floorplan Funding Corp)

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under any Requirement of Law applicable law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) of this Section 5.5 by an Opinion of Counsel to such effect delivered to the Indenture Trustee. No such resignation shall become be effective until the Indenture Trustee or a Successor successor to the Servicer shall have has assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 10.02under this Agreement. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor ServicerServicer pursuant to Section 7.2(a), the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding Servicer hereunder but the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution that is an Eligible Servicer another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 2 contracts

Samples: Transfer and Servicing Agreement (Dc Funding International Inc), Transfer and Servicing Agreement (Fnanb Credit Card Master Trust)

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) by an Opinion of Counsel ---------- to such effect delivered to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.027.2. If the Indenture Trustee is unable within 120 days of the date ----------- of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee Notice of any resignation by the Servicer shall give prompt notice be given to each Rating Agency upon by the appointment of a Successor resigning Servicer.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (First Consumers Master Trust)

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements applicable law or (b) upon satisfaction of Lawthe Rating Agency Condition. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.027.2 hereof. If the Indenture Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 1 contract

Samples: Trust Sale and Servicing Agreement (Wodfi LLC)

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to such ---------- effect delivered to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02------- 7.2. If the Indenture Trustee is unable within 120 days of the date of the such --- determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee Notice of any resignation by the Servicer shall give prompt notice be given to each Rating Agency upon by the appointment of a Successor resigning Servicer.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (First Consumers Master Trust)

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to such ---------- effect delivered to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02------- 7.2. If the Indenture Trustee is unable within 120 days of the date of the such --- determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding Servicer hereunder subject to the foregoing, the Trustee shall, if it is legally unable so to act, petition a court provisions of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor ServicerSection 7.2.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Spiegel Master Trust)

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law or (b) the Rating Agency Condition is satisfied with respect thereto. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.027.2 hereof. If the Indenture Trustee is unable within ----------- 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 1 contract

Samples: Trust Sale and Servicing Agreement (Volkswagen Dealer Finance LLC)

The Servicer Not to Resign. The Servicer shall not -------------------------- resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to such effect delivered to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.027.2. If the Indenture Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee Notice of any resignation by the Servicer shall give prompt notice be given to each Rating Agency upon by the appointment of a Successor resigning Servicer.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (First Consumers Master Trust)

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (ia) the performance of its duties hereunder is no longer permissible under any Requirement of Law and (iib) there is no reasonable action which the Servicer could reasonably take to make the performance of its duties hereunder permissible under any such Requirements Requirement of Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to subparagraph (a) above by an Opinion of Counsel and as to subparagraph (b) by an Officer's Certificate, each to such effect delivered to the TrusteeReceivables Trustee which the Receivables Trustee agrees to hold for the Investor Beneficiaries and any Enhancement Provider. No such resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02. If within 120 days Clause 11.4 (Receivables Trustee to Act; Appointment of the date of the determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor ServicerSuccessor) hereof.

Appears in 1 contract

Samples: Receivables Trust Deed and Servicing Agreement

The Servicer Not to Resign. The Servicer shall not resign --------------------------- from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under any Requirement of Law applicable law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) of this Section 8.5 by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become be effective until the Trustee or a Successor successor to the Servicer shall have has assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 10.02under this Agreement. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor ServicerServicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution that is an Eligible Servicer another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 1 contract

Samples: Master Pooling and Servicing Agreement (Circuit City Credit Card Master Trust)

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Owner Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02------- 7.2. If the Indenture Trustee is unable within 120 days of the date of the such --- determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor ServicerServicer hereunder subject to the provisions of Section 7.2. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.-----------

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Spiegel Master Trust)

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The Servicer Not to Resign. The Subject to subsection 3.1(a), the Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (ii) there is no reasonable action which that the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above 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 responsibilities and obligations of the Servicer in accordance with Section 10.0210.2 hereof. If the Trustee is unable within 120 days of the date of the determination that the Servicer may no longer act as Servicer the Trustee is unable delivery to it of such Opinion of Counsel to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction Servicer hereunder (but shall have continued authority to appoint any established institution that is an Eligible Servicer another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.). Section 8.6

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Metris Receivables Inc)

The Servicer Not to Resign. The Subject to subsection 3.1(a), the Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above 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 responsibilities and obligations of the Servicer in accordance with Section 10.0210.2 hereof. If the Trustee is unable within 120 days of the date of the determination that the Servicer may no longer act as Servicer the Trustee is unable delivery to it of such Opinion of Counsel to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction Servicer hereunder (but shall have continued authority to appoint any established institution that is an Eligible Servicer another qualified Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bally Total Fitness Holding Corp)

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under any Requirement of Law applicable law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) of this Section 8.5 by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become be effective until the Trustee or a Successor successor to the Servicer shall have has assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 10.02under this Agreement. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor ServicerServicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution that is an Eligible Servicer another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 1 contract

Samples: Servicing Agreement (Fnanb Credit Card Master Trust)

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above 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 responsibilities and obligations of the Servicer in accordance with Section 10.0210.2 hereof. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoingServicer hereunder, the Trustee shall, if it is legally unable so to act, petition until such time as a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon have been appointed and assumed the appointment obligations of a Successor Servicerthe Servicer in accordance with Section 10.2.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Dillard Asset Funding Co)

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally 74 unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fleet Bank National Association /Ri/)

The Servicer Not to Resign. The Servicer shall not resign from -------------------------- the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to such ---------- effect delivered to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02------- 7.2. If the Indenture Trustee is unable within 120 days of the date of the such --- determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee Notice of any resignation by the Servicer shall give prompt notice be given to each Rating Agency upon by the appointment of a Successor resigning Servicer.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Spiegel Inc)

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above 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 responsibilities and obligations of the Servicer in accordance with Section 10.02. If 10.02 hereof; provided, that if within 120 one hundred twenty (120) days of the date of the determination that the Servicer may no longer notifies the Trustee of its resignation in accordance with this Section 8.05 and delivers to the Trustee the Opinion of Counsel referred to above the Trustee does not receive any bids from Eligible Servicers in accordance with Section 10.02(c) to act as Servicer the Trustee is unable to appoint a Successor Servicer, then the Trustee shall serve automatically be appointed Successor Servicer in accordance with Section 10.02 (but shall have the continued authority to appoint another Person as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ingram Micro Inc)

The Servicer Not to Resign. The Servicer shall not -------------------------- resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above 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 responsibilities and obligations of the Servicer in accordance with Section 10.029.2 hereof. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Trustee or its designee (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder (but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution that is an Eligible Servicer another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Usa Inc)

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