Resignation of the Servicer. 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 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 or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Transferors and the Trustee, in form satisfactory to the Transferors and the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates or by any other entity the appointment of which shall have satisfied the Rating Agency Condition and, in either case, qualifies as an Eligible Servicer. Any 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 Trustee and the Transferors. 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 hereof. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above 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 at the expense of the resigning Servicer to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. Notwithstanding anything in this Agreement to the contrary, TRS or Centurion Bank, as Servicer, may assign part or all of its obligations and duties as Servicer under this Agreement to an Affiliate of TRS so long as TRS or Centurion Bank, as the case may be, shall have fully guaranteed the performance of such obligations and duties under this Agreement and such assignment will not constitute a resignation.
Resignation of the Servicer. Notwithstanding Section 5.4 of the Basic Servicing Agreement, the Servicer shall not resign as Servicer under the 20 - Servicing Agreement except if it is prohibited by law from performing its obligations in respect of the 20 - Exchange Note Assets under the Basic Servicing Agreement or hereunder and delivers to the Trustee, the Indenture Trustee and the Noteholders an Opinion of Counsel to such effect concurrently with the delivery of any notice of resignation pursuant to Section 5.4 of the Basic Servicing Agreement.
Resignation of the Servicer. The Servicer may resign under the circumstances set forth in clause (a) or (b) of this Section 6.1.
Resignation of the Servicer. 43 Section 5.06. Access to Certain Documentation and Information Regarding the Receivables............................................ 44 Section 5.07.
Resignation of the Servicer. 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 applicable law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Issuer, in form satisfactory to the Issuer and the Purchaser, of the obligations and duties of the Servicer hereunder by an entity that qualifies as an Eligible Servicer. Any 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 Issuer and the Trustee. No resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 9.02. If, as of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above, the Issuer is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, if it is legally unable so to act, the Trustee shall petition a court of competent jurisdiction to appoint any Eligible Servicer as the Successor Servicer hereunder.
Resignation of the Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon a determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no action which the Servicer could reasonably take to make the performance of its duties hereunder permissible under applicable law or (b) upon execution by the Backup Servicer or any other Successor Servicer of a successor servicing agreement. No resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 7.02 hereof. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above, the Backup Servicer has not assumed the obligations of the Servicer, the Servicer may petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder.
Resignation of the Servicer. The Servicer may resign as Servicer by giving written notice to the Fund and its designee of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that (a) such date shall not be earlier than 60 days after the receipt of such notice by the Fund; (b) the Fund shall select and appoint a Successor Servicer to provide the Services under this Agreement within sixty (60) days after the receipt of such notice by the Fund or, if the Fund shall have failed to select and appoint a Successor Servicer within such sixty (60) day period, the Servicer shall arrange for the appointment of a Successor Servicer which shall be a servicer with a good reputation and reasonable experience that is duly licensed as required pursuant to all applicable laws related to the performance of such services; and (c) if the Servicer shall have arranged for the appointment of a Successor Servicer pursuant to clause (b) of this Section 5.05, the Servicer shall obtain the written consent of the Fund to the appointment of any such Successor Servicer, which consent shall not be unreasonably withheld. Such resignation shall take effect, and the Servicer shall cease to be the Servicer hereunder, on the Successor Servicer Commencement Date, and the Servicer’s right to receive the compensation set forth in Section 2.01 shall cease.
Resignation of the Servicer. 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 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 or (b) upon the assumption, by
Resignation of the Servicer. Subject to Section 5.1(c), the Servicer shall not resign from the obligations and duties hereby imposed on it except:
Resignation of the Servicer. 73 Section 7.6. Access to Certain Documentation and Information Regarding the Collateral..................73 Section 7.7. Delegation of Duties......................................................................73 Section 7.8. Examination of Records....................................................................74 ARTICLE VIII INSOLVENCY EVENTS Section 8.1. Rights Upon the Occurrence of an Insolvency Event.........................................75 ARTICLE IX SERVICER DEFAULTS Section 9.1.
