Common use of Servicer and Backup Servicer Not to Resign Clause in Contracts

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or the Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removalremoval (all reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with such petition will be paid by the Issuer pursuant to Section 5.7(a) hereof or Section 5.6 of the Indenture, as applicable), (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo BankCitibank, National Association N.A. resigns as Indenture Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and reasonably acceptable to the Trust Collateral Agent Owner Trustee, the Indenture Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 7.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject (a)Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or the Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removalremoval (all reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with such petition will be paid by the Issuer pursuant to Section 5.7(a) hereof or Section 5.6 of the Indenture, as applicable), (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo BankCitibank, National Association N.A. resigns as Indenture Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the ------------------------------------------ provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo BankBank One, National Association N.A. resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or the Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removalremoval (all reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with such petition will be paid by the Issuer pursuant to Section 5.7(a) hereof or Section 5.6 of the Indenture, as applicable), (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo BankXxxxxxxx, National Association N.A. resigns as Indenture Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. (a) . Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 that would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if or, (ii) in the Majority Noteholders do not elect to waive the obligations case of the Servicer or the Backup Servicer, as upon the case may be, to perform prior written consent of Holders of a majority of the duties which render it legally unable to act or to delegate those duties to another Personaggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the ServicerServicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, removal and (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup ServicerNoteholders.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or the Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removalremoval (all reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with such petition will be paid by the Issuer pursuant to Section 5.7(a) hereof or Section 5.6 of the Indenture, as applicable), (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Indenture Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.45.02, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Servicer or the Backup Servicer so causing such a conflict being of a type and nature carried on by the Servicer, the Backup Servicer or its subsidiaries or Affiliates at the date of this Agreement would cause it Agreement, or (ii) in the case of the Backup Servicer, upon a default in payment of the fees and other amounts due and payable to be the Backup Servicer as provided in violation this Agreement, which default is not cured within 15 days following written notice thereof to the Indenture Trustee or (iii) upon satisfaction of such legal requirements in a manner which would have a material adverse effect on the following conditions: (a) the Servicer or the Backup Servicer, as applicable, has proposed a successor servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter to the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer or Backup Servicer, as applicable, hereunder will not result in the reduction or withdrawal of the then current rating of any Class of the Notes; provided, however, that no such resignation by the Servicer or the Backup Servicer under (i) or (iii) above shall become effective until such successor Servicer or Backup Servicer or, in the case may beof (i) above with respect to the Servicer, if the Majority Noteholders do Backup Servicer shall have assumed the Servicer's responsibilities and obligations hereunder in accordance with this Agreement or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not elect to waive relieve the Servicer or Backup Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 or this Article V as specified as obligations that survive the resignation or termination of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer pursuant to 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 Indenture Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.02, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except upon a determination 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if and the Majority Noteholders Holders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner TrusteeMajority Holders. No resignation of the Servicer shall become effective until the Backup Servicer or an entity a successor Servicer acceptable to the Majority Noteholders Holders that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity a Person acceptable to the Majority Noteholders Holders that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 sixty (60) days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required as permitted by this SectionSection 9.05, the Backup Servicer may petition a court of competent jurisdiction for its removalthe appointment of a successor. Notwithstanding anything else herein to the contrary, (ii) in no event shall the Backup Servicer may resign with Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the written consent amount of the Majority Noteholders servicer fee paid hereunder and (iii) if Xxxxx Fargo Bankthe amount necessary to induce any successor Servicer to act as successor Servicer under this Sale and Servicing Agreement and the transactions set forth or provided for herein or be liable for or be required to make any servicer advances, National Association resigns nor shall the Indenture Trustee be required to act as Trustee under successor Servicer or perform any duties of the Indenture, it will no longer be the Backup Servicersuccessor Servicer hereunder.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an eligible servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an eligible servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer, and (iii) if Xxxxx Fargo Bank, National Association Association, resigns as Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.45.02, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer, the Backup Servicer or its subsidiaries or Affiliates at the date of this Agreement would cause it Agreement, or (ii) in the case of the Backup Servicer, upon a default in payment of the fees and other amounts due and payable to be the Backup Servicer as provided in violation this Agreement, which default is not cured within 15 days following written notice thereof to the Indenture Trustee or (iii) upon satisfaction of such legal requirements in a manner which would have a material adverse effect on the following conditions: (a) the Servicer or the Backup Servicer, as applicable, has proposed a successor servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter to the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer or Backup Servicer, as applicable, hereunder will not result in the reduction or withdrawal of the then current rating of any Class of the Notes; provided, however, that no such resignation by the Servicer or the Backup Servicer under (i) or (iii) above shall become effective until such successor servicer or Backup Servicer or, in the case may beof (i) above with respect to the Servicer, if the Majority Noteholders do Backup Servicer shall have assumed the Servicer's responsibilities and obligations hereunder in accordance with this Agreement or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not elect to waive relieve the Servicer or Backup Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 or this Article V as specified as obligations that survive the resignation or termination of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer pursuant to 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 Indenture Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 that would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if or, (ii) in the Majority Noteholders do not elect to waive the obligations case of the Servicer or the Backup Servicer, as upon the case may be, to perform prior written consent of Holders of a majority of the duties which render it legally unable to act or to delegate those duties to another Personaggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the ServicerServicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, and the initial Servicer shall bear the costs of such petition (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicerincluding reasonable attorneys’ fees).

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default shall have occurred and be continuing) or, if the Notes are no longer outstanding, the Majority Noteholders Certificateholders, do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Note Insurer. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee, the Owner Trustee and the Owner TrusteeNote Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Note Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Note Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a replacement Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, removal and (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup ServicerInsurer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an eligible servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an eligible servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer, and (iii) if Xxxxx Wxxxx Fargo Bank, National Association Association, resigns as Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Insurer (so long as an Insurer Default has not occurred) or the Majority Noteholders do (if an Insurer Default has occurred and is continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall will be evidenced by an Opinion of Counsel to such effect delivered at other than the Indenture Trustee’s expense, and acceptable to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default has occurred and is continuing). No resignation of the Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Servicer or, if an Insurer Default has occurred and is continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer has assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default has occurred and is continuing, a Person that is an Eligible Servicer has assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) notwithstanding anything to the contrary, if Xxxxx Fargo BankCitibank, National Association N.A. resigns or is removed as the Indenture Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Insurer (so long as an Insurer Default has not occurred) or the Majority Noteholders do (if an Insurer Default has occurred and is continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall will be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default has occurred and is continuing). No resignation of the Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Servicer or, if an Insurer Default has occurred and is continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer has assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default has occurred and is continuing, a Person that is an Eligible Servicer has assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) notwithstanding anything to the contrary, if Xxxxx Fargo Bank, National Association JPMorgan Chase Bank resigns or is removed as the Indenture Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4SECTION 9.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Noteholder does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Noteholder. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee and the Owner TrusteeNoteholder. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Noteholder shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Noteholder shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSECTION 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Insurer (so long as an Insurer Default has not occurred) or the Majority Noteholders do (if an Insurer Default has occurred and is continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall will be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default has occurred and is continuing). No resignation of the Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Servicer or, if an Insurer Default has occurred and is continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer has assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default has occurred and is continuing, a Person that is an Eligible Servicer has assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) notwithstanding anything to the contrary, if Xxxxx Fargo JPMorgan Chase Bank, National Association N.A. resigns or is removed as the Indenture Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 that would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if or, (ii) in the Majority Noteholders do not elect to waive the obligations case of the Servicer or the Backup Servicer, as upon the case may be, to perform prior written consent of Holders of a majority of the duties which render it legally unable to act or to delegate those duties to another Personaggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the ServicerServicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or the Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removalremoval (all reasonable fees, (ii) costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with such petition will be paid by the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.Issuer pursuant to

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo Bank, National Association The Chase Manhattan Bank resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither [neither] the Servicer [nor the Backup Servicer Servicer] shall resign from the obligations and duties imposed on it by this Agreement as Servicer [or Backup Servicer 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 [or the Backup Servicer, as the case may be, ,] if the Majority Noteholders do not elect to waive the obligations of the Servicer [or the Backup Servicer, as the case may be, ,] 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 [or the Backup Servicer Servicer] shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until [the Backup Servicer or or] an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. [No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removalremoval (all reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with such petition will be paid by the Issuer pursuant to Section 5.7(a) hereof or Section 5.6 of the Indenture, as applicable), (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association [Backup Servicer Name] resigns as Indenture Trustee under the Indenture, it will no longer be the Backup Servicer.]

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3 hereof, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer Servicer, as the case may be, under this Agreement 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if . Notice of any such determination permitting the Majority Noteholders do not elect to waive the obligations resignation of the Servicer or the Backup Servicer, as the case may be, shall be communicated to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any 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 permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to and acceptable satisfactory to the Trust Collateral Agent and the Owner TrusteeTrustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders a successor servicer shall have assumed the responsibilities and obligations of the ServicerAsta Funding in accordance with Section 9.2 hereof. No such resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Trustee shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after if no such entity shall have assumed such responsibilities and obligations of the Backup Servicer has given notice within 30 days of its the resignation and has provided of the Opinion of Counsel required by this SectionBackup Servicer, the Backup Servicer may petition a court of competent jurisdiction for its removal, (ii) the Backup Servicer may resign with the written consent appointment of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be a successor to the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo BankBank One, National Association NA resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement or the other Basic Documents to which it is a party as Servicer or Backup Servicer except (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement or the other Basic Documents to which it is a party would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if and the Majority Noteholders do Noteholder does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Noteholder. Any such determination permitting the resignation of the Servicer or Backup Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee and the Owner TrusteeNoteholder. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Noteholder shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Noteholder shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and and, if applicable, has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an eligible servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an eligible servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer, and (iii) if Xxxxx Fargo Bank, National Association Association, resigns as Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders Required Lending Groups and the Borrower do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Administrative Agent and the Owner TrusteeBorrower. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Administrative Agent (at the direction of the Required Lending Groups) and the Borrower shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Administrative Agent (at the direction of the Required Lending Groups) and the Borrower shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the ------------------------------------------ provisions of Section 8.412.2, neither the Servicer nor the Backup Servicer shall ------------ resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if and the Majority Noteholders do Agent does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 the Backup Servicer or an entity acceptable to the Majority Noteholders Agent and the Required Lenders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Agent and the Required Lenders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup -------- ------- Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required as permitted by this SectionSection 12.5, the Backup Servicer ------------ may petition a court for its removal. Notwithstanding the foregoing, (ii) the Backup Servicer may resign with for any reason, provided an entity acceptable to the written consent Agent and the Required Lenders shall have assumed the responsibilities and obligations of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under Backup Servicer prior to the Indenture, it will no longer be the Backup Servicereffectiveness of any such resignation.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4SECTION 9.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Controlling Note Purchaser does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Controlling Note Purchaser. Any such determination permitting the resignation of the Servicer or Backup Servicer pursuant to clause (i) in the immediately 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 TrusteeControlling Note Purchaser. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Controlling Note Purchaser shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Controlling Note Purchaser shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSECTION 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo Bank, National Association JPMorgan Chase Bank resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the Back to Contents obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a replacement Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer, and (iii) if Xxxxx Fargo Bank, National Association Association, resigns as Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Security Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to ------------------------------------------ the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.days

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and reasonably acceptable to the Trust Collateral Agent Owner Trustee, the Indenture Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an Eligible Servicr shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 7.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer. No resignation of Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer shall become effective until or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.and

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Note Purchaser does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Note Purchaser. Any such determination permitting the resignation of the Servicer or Backup Servicer pursuant to clause (i) in the immediately 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 TrusteeNote Purchaser. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Note Purchaser shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Note Purchaser shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.412.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if and the Majority Noteholders do Controlling Party does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and, unless an Insurer Default shall have occurred and be continuing, the Owner TrusteeInsurer. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Controlling Party shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Controlling Party shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required as permitted by this SectionSection 12.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.. 81 89 ARTICLE XIII

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or another successor Servicer appointed by the Trustee shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is acceptable to the Trustee shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, removal and (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup ServicerInsurer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3 hereof, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer Servicer, as the case may be, under this Agreement 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if . Notice of any such determination permitting the Majority Noteholders do not elect to waive the obligations resignation of the Servicer or the Backup Servicer, as the case may be, shall be communicated to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any 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 permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to and acceptable satisfactory to the Trust Collateral Agent and the Owner TrusteeTrustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Backup a successor Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of Asta Funding in accordance with Section 9.2 hereof and the ServicerServicing Assumption Agreement, if applicable. No such resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Trustee shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after if no such entity shall have assumed such responsibilities and obligations of the Backup Servicer has given notice within 30 days of its the resignation and has provided of the Opinion of Counsel required by this SectionBackup Servicer, the Backup Servicer may petition a court of competent jurisdiction for its removal, (ii) the Backup Servicer may resign with the written consent appointment of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be a successor to the Backup Servicer.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 8.4, neither [neither] the Servicer [nor the Backup Servicer Servicer] shall [not] resign from the obligations and duties imposed on it by this Agreement as Servicer [or Backup Servicer 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 [or the Backup Servicer, as the case may be, ,] if the Majority Noteholders do not elect to waive the obligations of the Servicer [or the Backup Servicer, as the case may be, ,] 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 [or the Backup Servicer Servicer] shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until [the Backup Servicer or or] an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. [No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removalremoval (all reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with such petition will be paid by the Issuer pursuant to Section 5.7(a) hereof or Section 5.6 of the Indenture, as applicable), (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association [Backup Servicer Name] resigns as Indenture Trustee under the Indenture, it will no longer be the Backup Servicer.]

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.3, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer Servicer, as the case may be, under this Agreement 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if . Notice of any such determination permitting the Majority Noteholders do not elect to waive the obligations resignation of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 such resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders other successor Servicer shall have assumed the responsibilities and obligations of the ServicerServicer in accordance with Section 8.3. No such resignation of the Backup Servicer shall become effective until the Trustee or an entity appointed by the Trustee acceptable to the a Certificate Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in if no such entity shall have assumed such responsibilities and obligations of the event a successor Backup Servicer is not appointed within 60 days after of the resignation of the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionServicer, the Backup Servicer may petition a court of competent jurisdiction for its removal, (ii) the appointment of a successor to the Backup Servicer. No resignation of the Servicer or the Backup Servicer may resign with shall relieve the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be Servicer or the Backup Servicer, as the case may be, of any liability to which it has previously become subject under this Agreement or any Related Document.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an eligible servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an eligible servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer, and (iii) if Xxxxx Fargo Bank, National Association Association, resigns as Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association The Chase Manhattan Bank resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a replacement Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo Bank, National Association Association, resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.. Back to Contents

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an eligible servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an eligible servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer, and (iii) if Xxxxx Fargo JPMorgan Chase Bank, National Association N.A., resigns as Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.. Back to Contents

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which that render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee, the Indenture Trustee and the Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective effective, so long as no Insurer Default shall have occurred and be continuing, until the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if a Insurer Default shall have occurred and be continuing, until the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, the Indenture Trustee or an entity appointed by the Indenture Trustee acceptable to a Note Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event if a successor Backup Servicer is not appointed within 60 one hundred eighty (180) days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.4, the Backup Servicer may petition a court for the appointment of a successor Backup Servicer. No resignation of the Servicer or the Backup Servicer shall relieve the Servicer or the Backup Servicer, as the case may be, of any liability to which it has previously become subject under this Agreement or any Related Document. Notwithstanding the foregoing, the Backup Servicer may resign for any reason, provided 180 days notice of such resignation has been given by the Backup Servicer to the Servicer, the Indenture Trustee, the Owner Trustee and the Insurer, (i) an entity acceptable to the Insurer (so long as no Insurer Default has occurred and is continuing), in its removalsole and absolute discretion, shall have assumed the responsibilities and obligations of the Backup Servicer prior to the effectiveness of any such resignation and the Rating Agency Condition is satisfied with respect thereto, (ii) the Backup Servicer may resign with the written consent agrees to pay all fees of the Majority Noteholders successor backup servicer above the amounts which would be payable to the Backup Servicer if it continued in such capacity, and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup ServicerServicer agrees to pay all backup servicer transition expenses upon the assumption of the successor backup servicer of such duties and obligations.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Certificate Majority and Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Owner Trustee, the Indenture Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 7.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if [and the Insurer (so long as an Insurer Default has not occurred) or] the Majority Noteholders do [(if an Insurer Default has occurred and is continuing)] does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall will be evidenced by an Opinion of Counsel to such effect delivered at other than the Indenture Trustee's expense, and acceptable to the Trust Collateral Agent Indenture Trustee, the Owner Trustee [and the Owner TrusteeInsurer (unless an Insurer Default has occurred and is continuing)]. No resignation of the Servicer shall will become effective until until, [so long as no Insurer Default has occurred and is continuing,] the Backup Servicer [or an entity acceptable to the Majority Noteholders shall have Insurer] has assumed the responsibilities and obligations of the Servicer or, [if an Insurer Default has occurred and is continuing,] the Backup Servicer or a successor Servicer that is an Eligible Servicer has assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall will become effective until until, [so long as no Insurer Default has occurred and is continuing, an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default has occurred and is continuing,] a Person that is an Eligible Servicer has assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of [the Majority Noteholders Insurer] and (iii) notwithstanding anything to the contrary, if Xxxxx Fargo Bank, National Association [Indenture Trustee] resigns or is removed as the Indenture Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Issuer, the Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). Notwithstanding the foregoing, if the Backup Servicer or the Servicer is the Trustee and the Trustee resigns or is removed pursuant to Section 6.8 of the Indenture, the Backup Servicer or the Servicer, as the case may be, may resign hereunder. No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.the

Servicer and Backup Servicer Not to Resign. (a). Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default shall have occurred and be continuing) or, if the Notes are no longer outstanding, the Majority Noteholders Certificateholders, do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Note Insurer. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee, the Owner Trustee and the Owner TrusteeNote Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Note Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Note Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Administrative Agent does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Administrative Agent. Any such determination permitting the resignation of the Servicer or Backup Servicer pursuant to clause (i) in the 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 TrusteeAdministrative Agent. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Administrative Agent shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Administrative Agent shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.. ARTICLE X

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.44.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Agent (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Issuer, the Indenture Trustee, the Agent and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 4.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the ------------------------------------------ provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo Bank, National Association Xxxxxx Trust and Savings Bank resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Issuer, the Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 7.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.46.2, neither the Servicer nor the Backup Servicer (except as provided below) shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 requirements, and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a manner which would Note Majority (if an Insurer Default shall have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if the Majority Noteholders do occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which that render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee and the Owner TrusteeNote Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Note Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. The Backup Servicer may resign for any reason, provided an entity acceptable to the Controlling Party shall have assumed the responsibilities and obligations of the Backup Servicer prior to the effectiveness of any such resignation. The Backup Servicer may be removed by the Note Insurer or, if an Insurer Default has occurred and is continuing by the Note Majority, at any time if one of the following events have occurred: (i) the Backup Servicer shall cease to meet the eligibility requirements for the Trustee under Section 6.11 of the Indenture and shall fail to resign after written request therefor by the Issuer, the Note Insurer by any Noteholder, (ii) the Backup Servicer shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Backup Servicer or of its property shall be appointed, or any public officer shall take charge or control of the Backup Servicer or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii) the Backup Servicer has failed in any material respect to perform its duties hereunder or has breached any material representation or warranty made herein. Upon the Backup Servicer's resignation or termination pursuant to this Section 6.5, notice thereof shall be provided to the Rating Agencies and the Note Insurer. No resignation or termination of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Note Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event if a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 6.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.42.03, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer Servicer, as the case may be, under this Agreement 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if and the Majority Noteholders do Lender does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Any such determination permitting the Notice of resignation of the Servicer or the Backup Servicer Servicer, as the case may be, as a result of a determination as set forth in the immediately preceding sentence shall be communicated to the Notice Parties 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 and acceptable reasonably satisfactory to the Trust Collateral Agent and the Owner TrusteeLender concurrently with or promptly after such notice. No resignation of the Servicer shall become effective until the Backup Servicer or an entity a successor servicer acceptable to the Majority Noteholders Lender shall have assumed the responsibilities and obligations of the Servicersuch Servicer in accordance with Section 5.02 of this Agreement. No resignation of the Backup Servicer shall become effective until an entity reasonably acceptable to the Majority Noteholders Lender shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after if no such entity shall have assumed such responsibilities and obligations of the Backup Servicer has given notice within 30 days of its the resignation and has provided of the Opinion of Counsel required by this SectionBackup Servicer, the Backup Servicer may petition a court of competent jurisdiction for its removal, (ii) the appointment of a successor to the Backup Servicer may resign with acceptable to the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup ServicerLender.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, and (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup ServicerInsurer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Insurer (so long as an Insurer Default has not occurred) or the Majority Noteholders do (if an Insurer Default has occurred and is continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall will be evidenced by an Opinion of Counsel to such effect delivered at other than the Indenture Trustee's expense, and acceptable to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default has occurred and is continuing). No resignation of the Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Servicer or, if an Insurer Default has occurred and is continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer has assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default has occurred and is continuing, a Person that is an Eligible Servicer has assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) notwithstanding anything to the contrary, if Xxxxx Fargo BankCitibank, National Association N.A. resigns or is removed as the Indenture Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.410.07, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer, the Backup Servicer or its subsidiaries or Affiliates at the date of this Agreement would cause it Agreement, or (ii) in the case of the Backup Servicer, upon a default in payment of the fees and other amounts due and payable to be the Backup Servicer as provided in violation this Agreement, which default is not cured within 15 days following written notice thereof to the Trustee or (iii) upon satisfaction of such legal requirements in a manner which would have a material adverse effect on the following conditions: (a) the Servicer or the Backup Servicer, as applicable, has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer or Backup Servicer, as applicable, hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates; provided, however, that no such resignation by the Servicer or the Backup Servicer under (i) or (iii) above shall become effective until such successor servicer or Backup Servicer or, in the case may beof (i) above with respect to the Servicer, if the Majority Noteholders do Backup Servicer shall have assumed the Servicer's responsibilities and obligations hereunder in accordance with this Agreement or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not elect to waive relieve the Servicer or Backup Servicer of responsibility for any of the obligations specified in Sections 7.01, 7.02, 7.03 and 7.05(c) or this Article X as specified as obligations that survive the resignation or termination of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer pursuant to 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 the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo BankBank One, National Association N.A. resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Noteholders, and (iii) if Xxxxx Fargo Bank[Backup Servicer and Trust Collateral Agent], National Association resigns as Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the and a Certificate Majority Noteholders do does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner TrusteeCounsel. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until a Person that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do and JPMD does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to JPMD, the Trust Collateral Agent Owner Trustee and the Owner Indenture Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until a Person that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 7.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the ------------------------------------------ provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo BankBank One, National Association NA resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Class A Majority, the Class S Majority, the Class B Majority Noteholders do and the Class C Majority, acting together, does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and Agent, the Owner Trustee, the Agents and the Administrative Agent. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, and (iii) if Xxxxx Fargo BankBank One, National Association NA resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the ------------------------------------------ provisions of Section 8.47.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Class A Majority, the Class S Majority, the Class B Majority Noteholders do and the Class C Majority, acting together, does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and Agent, the Owner Trustee, the Agents and the Administrative Agent. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, and (iii) if Xxxxx Fargo BankBank One, National Association NA resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or another successor Servicer appointed by the Trustee shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is acceptable to the Trustee shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer, and (iii) if Xxxxx Fargo Bank, National Association Association, resigns as Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo BankBank One, National Association NA resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.6, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Security Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default shall have occurred and be continuing) or, if the Notes are no longer outstanding, the Majority Noteholders Certificateholders, do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Note Insurer. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee, the Owner Trustee and the Owner TrusteeNote Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Note Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Note Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.. ARTICLE X ---------

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.43.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Agent does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 the Backup Servicer or an entity acceptable to the Majority Noteholders Agent shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, an entity acceptable to the Majority Noteholders Agent shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Agent and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee the Collateral Agent under the Indenture, Security Agreement it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.45.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Administrative Agent (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Issuer, the Indenture Trustee, the Administrative Agent and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is n Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 5.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to ------------------------------------------ the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo BankBank One, National Association N.A. resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do and Xxxxxx does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to Xxxxxx, the Trust Collateral Agent Owner Trustee and the Owner Indenture Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until a Person that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 7.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4SECTION 9.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Controlling Party does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Controlling Party. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and Trustee, the Owner Trustee, the Noteholder and the Controlling Party. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Controlling Party shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Controlling Party shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSECTION 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Class A Majority, the Class B Majority Noteholders do and the Class C Majority, acting together, does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and Agent, the Owner Trustee, the Agents and the Administrative Agent. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, and (iii) if Xxxxx Fargo Bank, National Association resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Issuer, the Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). Notwithstanding the foregoing, if the Backup Servicer or the Servicer is the Trustee and the Trustee resigns or is removed pursuant to Section 6.8 of the Indenture, the Backup Servicer or the Servicer, as the case may be, may resign hereunder. No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer. No resignation of Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer shall become effective until or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.and

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4SECTION 12.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if and the Majority Noteholders do Agent does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 the Backup Servicer or an entity acceptable to the Majority Noteholders Agent shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Agent shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required as permitted by this SectionSECTION 12.5, the Backup Servicer may petition a court for its removal. Notwithstanding the foregoing, (ii) the Backup Servicer may resign with for any reason, provided an entity acceptable to the written consent Agent shall have assumed the responsibilities and obligations of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under Backup Servicer prior to the Indenture, it will no longer be the Backup Servicereffectiveness of any such resignation.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Class A Majority, the Class S Majority, the Class B Majority Noteholders do and the Class C Majority, acting together, does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and Agent, the Owner Trustee, the Agents and the Administrative Agent. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, and (iii) if Xxxxx Fargo Bank, National Association The Bank of New York resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Certificate Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Trustee and the Owner TrusteeSecurity Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Security Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 9.5, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4SECTION 9.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Note Purchaser does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Note Purchaser. Any such determination permitting the resignation of the Servicer or Backup Servicer pursuant to clause (i) in the immediately 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 TrusteeNote Purchaser. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Note Purchaser shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Note Purchaser shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSECTION 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4SECTION 9.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Controlling Party does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Controlling Party. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Trustee, the Owner Trustee, the Noteholder, the Agent and the Owner TrusteeControlling Party. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Controlling Party shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Controlling Party shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSECTION 9.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) 66 or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo BankBank One, National Association NA resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a replacement Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo BankBank Minnesota, National Association Association, resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an eligible servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an eligible servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer, and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Class A Majority, the Class B Majority Noteholders do and the Class C Majority, acting together, does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and Agent, the Owner Trustee, the Agents and the Administrative Agent. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Class A Majority, the Class B Majority Noteholders and the Class C Majority, acting together, and (iii) if Xxxxx Fargo Bank, National Association resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.2, neither [neither] the Servicer [nor the Backup Servicer Servicer] shall resign from the obligations and duties imposed on it by this Agreement as Servicer [or Backup Servicer 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 requirements, and a manner which would have a material adverse effect on Certificate Majority does not elect to waive the obligations of the Servicer [or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, ,] to perform the duties which that render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer [or Backup Servicer 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 [the Backup Servicer or or] a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. [No resignation of the Backup Servicer shall become effective until a Person that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event if a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.5, the Backup Servicer may petition a court for its removal. Notwithstanding the foregoing, (ii) the Backup Servicer may resign with for any reason, provided an entity acceptable to the written consent Controlling Party shall have assumed the responsibilities and obligations of the Majority Noteholders Backup Servicer prior to the effectiveness of any such resignation and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup ServicerRating Agency Condition is satisfied with respect thereto.]

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.2, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Note Voting Amount does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or the Backup 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. Notwithstanding the foregoing, if the Backup Servicer or the Servicer is the Trustee and the Trustee resigns or is removed pursuant to Section 6.8 of the Indenture, the Backup Servicer or the Servicer, as the case may be, may resign hereunder or may be removed by the Issuer. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation or removal of the Backup Servicer shall become effective until the Issuer shall have appointed a Person that is an entity acceptable Eligible Servicer to the Majority Noteholders act as successor Backup Servicer and such Person shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 7.5, the Backup Servicer may petition a court for its removal, (ii) the . The Backup Servicer may resign with for any reason, provided an entity acceptable to the written consent Trustee and the Note Voting Amount, in their sole discretion, shall have assumed the responsibilities and obligations of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under Backup Servicer prior to the Indenture, it will no longer be the Backup Servicereffectiveness of any such resignation.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders Required Banks and the Borrower do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Funding Agent and the Owner TrusteeBorrower. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Funding Agent (at the direction of the Required Banks) and the Borrower shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Funding Agent (at the direction of the Required Banks) and the Borrower shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.47.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Majority Required Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and Agent, the Owner Trustee, the Agents and the Administrative Agent. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Required Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Required Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Required Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if and the Insurer (so long as an Insurer Default has not occurred) or the Majority Noteholders do (if an Insurer Default has occurred and is continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall will be evidenced by an Opinion of Counsel to such effect delivered at other than the Indenture Trustee's expense, and acceptable to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default has occurred and is continuing). No resignation of the Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, the Backup Servicer or an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Servicer or, if an Insurer Default has occurred and is continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer has assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall will become effective until until, so long as no Insurer Default has occurred and is continuing, an entity acceptable to the Majority Noteholders shall have Insurer has assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default has occurred and is continuing, a Person that is an Eligible Servicer has assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionSection 8.6, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) notwithstanding anything to the 49 contrary, if Xxxxx Fargo BankCitibank, National Association N.A. resigns or is removed as the Indenture Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.49.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Backup Servicer or Backup as Servicer except (i) 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 or the Backup Servicer, as the case may be, if and the Majority Noteholders do Controlling Party does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another PersonPerson or (ii) with respect to the Backup Servicer, upon 90 days written notice to the Noteholders, the Insurer, the Trustee, the Owner Trustee and the Servicer, and an entity that is an Eligible Servicer acceptable to the Controlling Party shall have assumed the responsibilities and obligations of the Backup Servicer. Any such determination permitting the resignation of the Servicer or the Backup Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. Upon the resignation of the Servicer, the Servicer shall give prompt written notice thereof to the Rating Agencies. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Controlling Party shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4SECTION 7.3, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer Servicer, as the case may be, under this Agreement 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if . Notice of any such determination permitting the Majority Noteholders do not elect to waive the obligations resignation of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 such resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders other successor Servicer shall have assumed the responsibilities and obligations of the ServicerServicer in accordance with SECTION 8.3. No such resignation of the Backup Servicer shall become effective until the Trustee or an entity appointed by the Trustee acceptable to the a Certificate Majority Noteholders shall have assumed the responsibilities of the Backup Servicer; PROVIDED, HOWEVER, that if no such entity shall have assumed such responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after of the resignation of the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this SectionServicer, the Backup Servicer may petition a court of competent jurisdiction for its removal, (ii) the appointment of a successor to the Backup Servicer. No resignation of the Servicer or the Backup Servicer may resign with shall relieve the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be Servicer or the Backup Servicer, as the case may be, of any liability to which it has previously become subject under this Agreement or any Related Document.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup 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 the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo BankBank One, National Association NA resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3 hereof, neither the Servicer nor the Backup Servicer shall may resign from the obligations and duties hereby imposed on it by this Agreement as Servicer or Backup Servicer Servicer, as the case may be, under this Agreement 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 result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if . Notice of any such determination permitting the Majority Noteholders do not elect to waive the obligations resignation of the Servicer or the Backup Servicer, as the case may be, shall be communicated to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any 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 permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to and acceptable satisfactory to the Trust Collateral Agent and the Owner TrusteeTrustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders a successor servicer shall have assumed the responsibilities and obligations of Asta Funding in accordance with Section 9.2 hereof and the ServicerServicing Assumption Agreement, if applicable. No such resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders Trustee shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after if no such entity shall have assumed such responsibilities and obligations of the Backup Servicer has given notice within 30 days of its the resignation and has provided of the Opinion of Counsel required by this SectionBackup Servicer, the Backup Servicer may petition a court of competent jurisdiction for its removal, (ii) the Backup Servicer may resign with the written consent appointment of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be a successor to the Backup Servicer.

Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.48.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup 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 or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if the Majority Noteholders do an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, 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 or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent Agent, the Owner Trustee and the Owner TrusteeInsurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing the Backup Servicer or an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Majority Noteholders Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; providedPROVIDED, howeverHOWEVER, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders Insurer and (iii) if Xxxxx Fargo Bank, National Association JPMorgan Chase Bank resigns as the Trustee under the Indenture, Indenture it will no longer be the Backup Servicer.