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

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.04, neither the Servicer nor any Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under Applicable Law. (b) Notice of any determination that the performance by the Servicer or any Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees 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 by the Servicer or any Backup Servicer to the Trustees concurrently with or promptly after such notice. Except as may otherwise be required by Applicable Law, no resignation of the Servicer or any Backup Servicer shall become effective until a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class shall have assumed the responsibilities and obligations of such Person in accordance with Section 8.03. If no successor has been appointed within 30 days of resignation or removal, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for such appointment.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.04, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under Applicable Law. (b) Notice of any determination that the performance by the Servicer or any the Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or any the Backup Servicer to the Trustees Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. Except as may otherwise be required by Applicable Law, no resignation of the Servicer or any the Backup Servicer shall become effective until a successor acceptable to the Noteholders representing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling Class shall have assumed the responsibilities and obligations of such Person in accordance with Section 8.03. If no successor has been appointed within 30 thirty (30) days of resignation or removal, the Noteholders representing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling Class may petition any court of competent jurisdiction for such appointment.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.049.3, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, 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 shall no longer would cause it to be permissible under Applicable Law. (b) Notice in violation of any determination such legal requirements in a manner that the performance by would have a material adverse effect on the Servicer or any the Backup Servicer, as the case may be, or, (ii) in the case of the Backup Servicer, upon the prior written consent of Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees 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 by the Servicer or any Backup Servicer and acceptable to the Trustees concurrently with or promptly after such noticeTrustee and the Owner Trustee. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until the Backup Servicer or a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of such the Servicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in accordance with Section 8.03. If no the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removaland has provided the Opinion of Counsel required by this Section 9.6, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentits removal.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.04, neither the Servicer nor any Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under Applicable Law. (b) Notice of any determination that the performance by the Servicer or any Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees 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 by the Servicer or any Backup Servicer to the Trustees concurrently with or promptly after such notice. Except Any such resignation of the Servicer will become effective in accordance with Section 8.03 and, except as may otherwise be required by Applicable Law, no resignation of the Servicer or any Backup Servicer shall become effective until (i) a successor has been appointed and the Rating Agency Conditions has been satisfied or (ii) a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class shall have assumed the responsibilities and obligations of such Person in accordance with Section 8.03. If the Backup Servicer; provided, that if no successor Backup Servicer has been appointed within 30 days of resignation or removalresignation, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for such appointment.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.04, neither the Servicer nor any Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under Applicable Law. (b) Notice of any determination that the performance by the Servicer or any Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or any Backup Servicer to the Trustees Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. Except as may otherwise be required by Applicable Law, no resignation of the Servicer or any Backup Servicer shall become effective until a successor acceptable to the Noteholders representing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling Class shall have assumed the responsibilities and obligations of such Person in accordance with Section 8.03. If no successor has been appointed within 30 thirty (30) days of resignation or removal, the Noteholders representing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling Class may petition any court of competent jurisdiction for such appointment.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.049.3, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, 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 shall no longer would cause it to be permissible under Applicable Law. (b) Notice in violation of any determination such legal requirements in a manner that the performance by would have a material adverse effect on the Servicer or any the Backup Servicer, as the case may be, or, (ii) in the case of the Backup Servicer, upon the prior written consent of Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated pursuant to the Trustees at the earliest practicable time clause (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable timei) and any such determination above shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or any Backup Servicer and acceptable to the Trustees concurrently with or promptly after such noticeIndenture Trustee and the Owner Trustee. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until the Backup Servicer or a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of such the Servicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in accordance with Section 8.03. If no the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removaland has provided the Opinion of Counsel required by this Section 9.6, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentits removal.

Servicer and Backup Servicer Not to Resign. (a) . Subject to the provisions of Section 7.049.3, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, 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 shall no longer would cause it to be permissible under Applicable Law. (b) Notice in violation of any determination such legal requirements in a manner that the performance by would have a material adverse effect on the Servicer or any the Backup Servicer, as the case may be, or, (ii) in the case of the Backup Servicer, upon the prior written consent of Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees 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 by the Servicer or any Backup Servicer and acceptable to the Trustees concurrently with or promptly after such noticeTrustee and the Owner Trustee. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until the Backup Servicer or a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of such the Servicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in accordance with Section 8.03. If no the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removaland has provided the Opinion of Counsel required by this Section 9.6, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentits removal.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.049.3, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, 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 shall no longer or the other Basic Documents to which it is a party would cause it to be permissible under Applicable Law. (b) Notice in violation of any determination that the performance by such legal requirements in a manner which would have a material adverse effect on the Servicer or any the Backup Servicer, as the case may be, and the 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 Person 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 of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated pursuant to the Trustees at the earliest practicable time clause (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable timei) and any such determination above shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or any Backup Servicer and acceptable to the Trustees concurrently with or promptly after such noticeTrustee and the Noteholder. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until a successor the Backup Servicer or an entity acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Noteholder shall have assumed the responsibilities and obligations of such Person the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Noteholder shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in accordance with Section 8.03. If no the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removaland, if applicable, has provided the Opinion of Counsel required by this Section 9.6, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentits removal.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.049.3, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, 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 shall no longer would cause it to be permissible under Applicable Law. (b) Notice in violation of any determination that the performance by such legal requirements in a manner which would have a material adverse effect on the Servicer or any the Backup Servicer, as the case may be, and the 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 Person 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 of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated pursuant to clause (i) in the Trustees 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 immediately preceding sentence shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or any Backup Servicer and acceptable to the Trustees concurrently with or promptly after such noticeAdministrative Agent. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until a successor the Backup Servicer or an entity acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Administrative Agent shall have assumed the responsibilities and obligations of such Person the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Administrative Agent shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in accordance with Section 8.03. If no the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removaland has provided the Opinion of Counsel required by this Section 9.6, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentits removal.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.04, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under Applicable Law. (b) Notice of any determination that the performance by the Servicer or any the Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or any the Backup Servicer to the Trustees Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. Except as may otherwise be required by Applicable Law, no resignation of the Servicer or any the Backup Servicer shall become effective until a successor acceptable to the Noteholders representing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling Class shall have assumed the responsibilities and obligations of such Person in accordance with Section 8.03. If no successor has been appointed within 30 days of resignation or removal, the Noteholders representing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling Class may petition any court of competent jurisdiction for such appointment.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.049.3, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, 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 shall no longer would cause it to be permissible under Applicable Law. (b) Notice in violation of any determination that the performance by such legal requirements in a manner which would have a material adverse effect on the Servicer or any the Backup Servicer, as the case may be, and a Certificate Majority 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 of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees 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 by the Servicer or any Backup Servicer to the Trustees concurrently with or promptly after such noticeCounsel. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until the Backup Servicer or a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of such the Servicer. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in accordance with Section 8.03. If no the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removaland has provided the Opinion of Counsel required by this Section, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentits removal.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.048.3 hereof, neither the Servicer nor any the Backup Servicer shall may resign from the obligations and duties hereby imposed on it by as Servicer or Backup Servicer, as the case may be, under this Agreement, Agreement except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement shall no longer would cause it to be permissible under Applicable Law. (b) in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be. Notice of any such determination that permitting the performance by resignation of the Servicer or any the Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law Servicer, as the case may be, shall be communicated to the Trustees Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or any Backup Servicer to and satisfactory to the Trustees Trustee concurrently with or promptly after such notice. Except as may otherwise be required by Applicable Law, no No such resignation of the Servicer or any Backup Servicer shall become effective until a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class servicer shall have assumed the responsibilities and obligations of such Person Asta Funding in accordance with Section 8.039.2 hereof and the Servicing Assumption Agreement, if applicable. If No such resignation of the Backup Servicer shall become effective until an entity acceptable to the Trustee shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that if no successor has been appointed such entity shall have assumed such responsibilities and obligations of the Backup Servicer within 30 days of the resignation or removalof the Backup Servicer, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentthe appointment of a successor to the Backup Servicer.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.0412.2, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, 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 shall no longer would cause it to be permissible under Applicable Law. (b) Notice in violation of any determination that the performance by such legal requirements in a manner which would result in a material adverse effect on the Servicer or any the Backup Servicer, as the case may be, and the 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 of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees 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 by the Servicer or any Backup Servicer and acceptable to the Trustees concurrently with or promptly after such noticeAgent and, unless an Insurer Default shall have occurred and be continuing, the Insurer. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until a successor the Backup Servicer or an entity acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Party shall have assumed the responsibilities and obligations of such Person the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Controlling Party shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in accordance with Section 8.03. If no the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removalas permitted by this Section 12.5, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointment.its removal. 81 89 ARTICLE XIII

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.049.3, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement, 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 shall no longer would cause it to be permissible under Applicable Law. (b) Notice in violation of any determination such legal requirements in a manner that the performance by would have a material adverse effect on the Servicer or any the Backup Servicer, as the case may be, or, (ii) in the case of the Backup Servicer, upon the prior written consent of Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class. Any such determination permitting the resignation of the Servicer or Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees 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 by the Servicer or any Backup Servicer and acceptable to the Trustees concurrently with or promptly after such noticeTrustee and the Owner Trustee. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until the Backup Servicer or a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Servicer that is an Eligible Servicer shall have assumed the responsibilities and obligations of such the Servicer pursuant to Section 10.3. No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in accordance with Section 8.03. If no the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removaland has provided the Opinion of Counsel required by this Section 9.6, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentits removal.

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 7.047.3, neither the Servicer nor any the Backup Servicer shall resign from the obligations and duties imposed on it by as Servicer or Backup Servicer under this Agreement, Agreement except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under Applicable Law. (b) applicable law. Notice of any such determination that the performance by the Servicer or any Backup Servicer of its duties contemplated hereunder is no longer permitted under Applicable Law shall be communicated to the Trustees Issuer and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer or any Backup Servicer to the Trustees Issuer and the Indenture Trustee concurrently with or promptly after such notice. Except as may otherwise be required by Applicable Law, no No resignation of the Servicer or any Backup Servicer shall become effective until the Backup Servicer or a successor acceptable to the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Successor Servicer shall have assumed the responsibilities and obligations of such Person the Servicer in accordance with Section 8.038.2. If no No resignation of the Backup Servicer shall become effective until a Person that satisfies the Rating Agency Condition shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor has been Backup Servicer is not appointed within 30 60 days after the Backup Servicer has given notice of its resignation or removaland has provided the Opinion of Counsel required by this Section, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class Backup Servicer may petition any a court of competent jurisdiction for such appointmentits removal.