Common use of Resignation of Servicer Clause in Contracts

Resignation of Servicer. Subject to the provisions of Section 7.03, the Person which is the Servicer shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and obligations of the resigning Servicer in accordance with Section 8.02. In addition, in effecting such resignation, the resigning Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by it for deposit, or shall thereafter be received by it with respect to any Receivable. The resigning Servicer shall also give the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the servicing transfer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files and the Servicer's duties to the successor Servicer and amending this Agreement to reflect such succession as Servicer shall be paid by DFS upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of any such resignation, the Owner Trustee shall give notice thereof to the Rating Agencies.

Resignation of Servicer. Subject Xxxxxxxx may resign in the circumstances set forth in clause (a), (b), (c) or (d) of this Section 6.1. (a) Servicer may resign from its obligations and duties hereunder upon the written consent of Owner if it finds a replacement servicer satisfying the eligibility criteria set forth in Section 6.2. No such resignation shall become effective until (i) the Rating Agency Condition shall have been satisfied and (ii) the replacement servicer shall have obtained Owner’s approval and appointment pursuant to the provisions of Section 7.03, the Person which is the Servicer shall not 6.2. (b) Xxxxxxxx may resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon a determination that (i) in the determination of Servicer, the performance of its duties hereunder has become impermissible under this Agreement shall applicable law, and (ii) there is no longer be commercially reasonable action which Servicer could take to make the performance of its duties hereunder permissible under applicable law. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until the Indenture Trustee or a successor Successor Servicer shall have assumed the responsibilities and obligations of the resigning Servicer in accordance with Section 8.02. In addition6.2. (c) Notwithstanding anything to the contrary in this Section 6.1, Servicer may resign from the obligations and duties imposed hereunder if Synchrony Financial or an Affiliate of Synchrony Bank shall have accepted its appointment as Successor Servicer and assumed the responsibilities and obligations of Servicer in effecting accordance with Section 6.2; provided that the ratings requirement set forth in the first sentence of Section 6.2 shall not apply to Synchrony Financial or any Affiliate of Synchrony Bank that is appointed as Successor Servicer and, for the avoidance of doubt, satisfaction of the Rating Agency Condition shall not be required for such resignation. Servicer may not resign pursuant to this Section 6.1(c) prior to the date on which the Notes of all Series that are Outstanding on July 16, 2014 shall have either been paid in full or shall have consented to such appointment. (d) Notwithstanding anything to the resigning contrary in this Section 6.1, Servicer may resign from the obligations and duties imposed hereunder if (i) Synchrony Financial or an Affiliate of Synchrony Bank shall cooperate have accepted its appointment as Successor Servicer and assumed the responsibilities and obligations of Servicer in accordance with Section 6.2 and (ii) if such Successor Servicer does not satisfy the successor Servicerratings requirement set forth in the first sentence of Section 6.2, it shall have an Established Servicer Performance Guaranty in place as of the Indenture Trustee and the Owner Trustee in effecting the termination date of its responsibilities and rights appointment as Servicer under this AgreementSuccessor Servicer; provided that, including for the transfer to the successor Servicer for administration by it avoidance of all cash amounts that shall at the time be held by it for depositdoubt, or shall thereafter be received by it with respect to any Receivable. The resigning Servicer shall also give the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the servicing transfer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files and the Servicer's duties to the successor Servicer and amending this Agreement to reflect such succession as Servicer shall be paid by DFS upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice satisfaction of the occurrence of any Rating Agency Condition shall not be required for such resignation, the Owner Trustee shall give notice thereof to the Rating Agencies.

Resignation of Servicer. Subject to the provisions of Section 7.03, the Person which is the The Servicer shall may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except it, except: (i) upon a determination that (A) the performance of its duties under this Agreement shall hereunder is no longer be permissible under applicable law and (B) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under applicable law; or (ii) upon the assumption of such obligations and duties by a successor Servicer in compliance with the requirements set forth in Section 5.02. Notice of any such Any determination permitting the resignation of the Servicer shall must be communicated evidenced as to clause (i) above, upon the written request of the Owner Trustee and the Indenture Trustee at the earliest practicable time (andTrustee, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such noticeTrustee. No such resignation shall will become effective until the Indenture Trustee or a successor Successor Servicer shall have has assumed the responsibilities and obligations of the resigning Servicer in accordance with Section 8.025.02. In addition, in effecting such resignation, If within 120 days of the resigning date of the determination that the Servicer shall cooperate with may no longer act as Servicer under clause (i) above the successor Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee will serve as Successor Servicer. The Indenture Trustee may, however, delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Owner Trustee Receivables to any Person who agrees to conduct such duties in effecting accordance with the termination of its responsibilities applicable Floorplan Financing Guidelines and rights as Servicer under this Agreement, including or later appoint a Successor Servicer. Notwithstanding the transfer foregoing, the Indenture Trustee will, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Servicer as the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by it for deposit, or shall thereafter be received by it with respect to any Receivablehereunder. The resigning Servicer shall also Indenture Trustee will give prompt notice to each Rating Agency and each Series Enhancer upon the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the servicing transfer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files and the appointment of a Successor Servicer's duties to the successor Servicer and amending this Agreement to reflect such succession as Servicer shall be paid by DFS upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of any such resignation, the Owner Trustee shall give notice thereof to the Rating Agencies.

Resignation of Servicer. Subject to the provisions of Section 7.03, the Person which is the The Servicer shall may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except it, except: (i) upon a determination that (A) the performance of its duties under this Agreement shall hereunder is no longer be permissible under applicable law and (B) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under applicable law; or (ii) upon the assumption of such obligations and duties by a successor Servicer in compliance with the requirements set forth in Section 5.02. Notice of any such Any determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall must be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such noticeTrustee. No such resignation shall pursuant to clause (i) above will become effective until the Indenture Trustee or a successor Successor Servicer shall have has assumed the responsibilities and obligations of the resigning Servicer in accordance with Section 8.026.02. In addition, in effecting such resignation, Notwithstanding the resigning Servicer shall cooperate with the successor Servicerforegoing, the Indenture Trustee may petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee will give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. Notwithstanding anything herein to the contrary, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the Owner Trustee in effecting the termination of its responsibilities and rights amount necessary to induce any Person to act as Successor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by it for deposit, or shall thereafter be received by it with respect to any Receivable. The resigning Servicer shall also give the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the servicing transfer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files Agreement and the Servicer's duties to the successor Servicer and amending this Agreement to reflect such succession as Servicer shall be paid by DFS upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of any such resignation, the Owner Trustee shall give notice thereof to the Rating Agenciestransactions contemplated hereby.

Resignation of Servicer. Subject to the provisions of Section 7.03, the Person which is the Servicer shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of the Servicer shall be communicated in writing to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until the Indenture Trustee or a successor Servicer shall have assumed the responsibilities obligations and obligations duties of the resigning Servicer in accordance with Section 8.02. In addition, in effecting such resignation, the resigning Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by it for deposit, or shall thereafter be received by it with respect to any Receivable. The resigning Servicer shall also give the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the servicing transfer. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with transferring the Receivable Files and the Servicer's ’s duties to the successor Servicer and amending this Agreement to reflect such succession as Servicer shall be paid by DFS E*Trade Consumer Finance upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of any such resignation, the Owner Trustee shall give notice thereof to the Rating Agencies.

Resignation of Servicer. Subject to the provisions of Section 7.03, the Person which is the The Servicer shall may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except it, except: (i) upon a determination that (A) the performance of its duties under this Agreement shall hereunder is no longer be permissible under applicable law and (B) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under applicable law; or (ii) upon the assumption of such obligations and duties by a Successor Servicer in compliance with the requirements set forth in Section 6.02. Notice of any such Any determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall must be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such noticeTrustee. No such resignation shall pursuant to clause (i) above will become effective until the Indenture Trustee or a successor Successor Servicer shall have has assumed the responsibilities and obligations of the resigning Servicer in accordance with Section 8.026.02. In addition, in effecting such resignation, Notwithstanding the resigning Servicer shall cooperate with the successor Servicerforegoing, the Indenture Trustee may petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee will give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. Notwithstanding anything herein to the contrary, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the Owner Trustee in effecting the termination of its responsibilities and rights amount necessary to induce any Person to act as Successor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by it for deposit, or shall thereafter be received by it with respect to any Receivable. The resigning Servicer shall also give the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the servicing transfer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files Agreement and the Servicer's duties to the successor Servicer and amending this Agreement to reflect such succession as Servicer shall be paid by DFS upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of any such resignation, the Owner Trustee shall give notice thereof to the Rating Agenciestransactions contemplated hereby.