Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) a successor servicer, acceptable to the Issuer, the Indenture Trustee and the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, enters into an agreement in form and substance satisfactory to the Indenture Trustee and the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture from and after the date of assumption, (ii) the Issuer, the Indenture Trustee and Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes consent to the assumption of the duties, obligations and liabilities of this Indenture by such successor Servicer, and (iii) the ratings of the Notes will not be qualified, downgraded or withdrawn (as evidenced by a letter from each Rating Agency to the Indenture Trustee to such effect, which letter shall be obtained at the expense of the Servicer, without right of reimbursement). Upon such resignation, the Servicer shall comply with Section 5.4(b) hereof. Except as provided in the immediately preceding paragraph or elsewhere in this Indenture, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a Servicer under this Indenture shall continue until this Indenture shall have been terminated as provided herein. The duties and obligations of a Servicer hereunder shall survive the exercise by the Indenture Trustee of any right or remedy under this Indenture or the enforcement by the Indenture Trustee of any provision of this Indenture.
Servicer Resignation. The Servicer shall not resign from the obligations and duties imposed on it under the Pooling and Servicing Agreement, except (a) upon appointment of a successor servicer and receipt by the Trustee of a letter from each applicable Rating Agency that such a resignation and appointment will not, in and of itself, result in a downgrading of any rated Certificates or (b) upon determination by the Servicer's Board of Directors that the performance of its duties under the Pooling and Servicing Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by a resolution of its Board of Directors and 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 7.02 hereof.
Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) the Successor Servicer shall have assumed the responsibilities and obligations of the Servicer hereunder, and (ii) the Indenture Trustee shall have received written confirmation from the Rating Agency that such action will not cause the Rating Agency to reduce, qualify or withdraw the then current rating assigned to any Class of Notes. Upon such resignation, the Servicer shall comply with Section 5.16(f) hereof.
Servicer Resignation. 77 Section 6.07. Assignment or Delegation of Duties by the Servicer and the Company............................................................................77 Section 6.08. The Company and Servicer May Own Certificates............................................77 Section 6.09. Protection of Trust Estate...............................................................77 Section 6.10. Performance of Obligations...............................................................78 ARTICLE VII EVENT OF DEFAULT; TERMINATION OF SERVICING ARRANGEMENTS.................................................79 Section 7.01. Events of Default........................................................................79 Section 7.02. Trustee to Act; Appointment of Successor.................................................80 Section 7.03. Notifications to Servicer and to Certificateholders......................................82 (ii)
Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Agreement unless and until (i) a successor servicer, acceptable to the Seller and the Buyer enters into an agreement in form and substance reasonably satisfactory to the Seller and the Buyer, which contains an assumption by such successor Servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Agreement from and after the date of assumption, and (ii) the Seller and the Buyer consent to the assumption of the duties, obligations and liabilities of this Agreement by such successor Servicer. Upon such resignation, the Servicer shall comply with Section 7.4(b) hereof. Except as provided in the immediately preceding paragraph or elsewhere in this Agreement, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a Servicer under this Agreement shall continue until this Agreement or such obligations of Servicer shall have been terminated as provided herein. The duties and obligations of a Servicer hereunder shall survive the exercise by the Buyer of any right or remedy under this Agreement or the enforcement by the Buyer of any provision of this Agreement.
Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) it determines that by reason of a change in legal or regulatory requirements the performance of its duties under this Indenture would cause it to be in violation of such requirements, (ii) the Successor Servicer shall have assumed the responsibilities and obligations of the Servicer hereunder, and (iii) the Indenture Trustee shall have provided written notice of such resignation to the Rating Agency. Upon such resignation, the Servicer shall comply with Section 5.16(f) hereof.
Servicer Resignation. 40 SECTION 5.11. Fees and Expenses..............................................................40 SECTION 5.12. Access to Certain Documentation................................................40 SECTION 5.13. No Offset......................................................................41 SECTION 5.14. Account Statements.............................................................41 SECTION 5.15. Indemnification; Third Party Claim.............................................41
Servicer Resignation. 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 applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable 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 Indenture Trustee. No such resignations 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 9.02.
Servicer Resignation. CIBC or a Successor Servicer may not voluntarily resign as Servicer unless, in the opinion of CIBC or such Successor Servicer, acting reasonably, the performance of the duties and obligations of Servicer hereunder by CIBC or such Successor Servicer is no longer permissible under any Requirements of Law, and there is no action which could reasonably be taken by CIBC or such Successor Servicer that would make the performance of such duties and obligations permissible under any Requirements of Law. The procedures specified in Section 8.5 in respect of the replacement of a Servicer shall be applicable in such circumstances.
Servicer Resignation. The Seller, as initial Servicer, or a Successor Servicer, may not resign as Servicer unless, in the opinion of the Seller, as initial Servicer, or such Successor Servicer, acting reasonably, the performance of the duties and obligations of Servicer hereunder by the Seller, as initial Servicer or such Successor Servicer is no longer permissible under applicable laws, and there is no action which could reasonably be taken by the Seller, as initial Servicer or such Successor Servicer that would make the performance of such duties and obligations permissible under applicable laws or as a result of a permitted assignment by the Seller of this Agreement if the Seller is the Servicer. Upon resignation, the procedures specified in Section 6.06 in respect of the replacement of a Servicer shall be applicable.
