Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.
Servicer Not to Resign; Assignment. Subject to the provisions of Section 5.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 be likely to result in a material adverse effect on the Servicer, and the Settlor and any Secured Party does not elect to waive the obligations of the Servicer 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 shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Owner Trustee, the Settlor and each Secured Party. No resignation of the Servicer shall become effective until an entity acceptable to Settlor and the each Secured Party shall have assumed the responsibilities and obligations of the Servicer.
Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable to the Insurer assumes the servicing of the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase pursuant to Section 3.06 Contracts which were adversely affected as a result of the Servicer's actions while acting as Servicer.
(b) Except as specifically permitted in this Agreement, the Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Servicer may assign this Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b).
(c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Owner Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any ri...
Servicer Not to Resign; Assignment. (a) Except as provided in Section 4.01 or 6.01, the Servicer shall not resign from the duties and obligations imposed on it hereby as Servicer except upon a determination by its Board of Directors that by reason of a change in applicable law, the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such applicable law in a manner that would be likely to result in a material adverse effect on the Servicer or its financial condition, such determination to be evidenced by the delivery to the Titling Company of a Board Resolution to such effect. No such resignation shall become effective until the date upon which the Servicer becomes unable to act as Servicer, as specified in such notice, unless a Successor Servicer has assumed the duties of the Servicer hereunder. If the Servicer is so required to resign, the Servicer shall assist the Titling Company in finding a Successor Servicer, which Person shall enter into a new servicing agreement with the Titling Company, which satisfies the requirements of each Series Servicing Supplement, if any.
(b) The Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, however, that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 5.03.
(c) Except as otherwise provided in this Section, the duties and obligations of the Servicer under this Agreement shall continue until the Servicer is replaced pursuant to Section 4.01 or until this Agreement shall have been terminated as provided in Section 6.01 and shall survive the exercise by the Titling Company of any right or remedy under this Agreement or the enforcement by the Titling Company of any provision of the other Titling Company Documents.
Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the
Servicer Not to Resign; Assignment. 91 Section 9.05 Relationship of Servicer to Issuer and the Indenture Trustee . . . . . . . . . . . . . . . . . . 92 Section 9.06 Servicer May Own Securities . . . . . . . . . . . . . 92 ARTICLE X.
Servicer Not to Resign; Assignment. (a) Except as provided in Section 6.01 of this 1998-C SUBI Servicing Supplement, the Servicer shall not resign from the duties and obligations hereby imposed on it as Servicer except upon determination by its Board of Directors (or the Executive Committee thereof) that by reason of a change in applicable legal requirements the continued performance by the Servicer of its duties as Servicer under this 1998-C Servicing Supplement would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a Board Resolution to such effect accompanied by an Opinion of Counsel reasonably satisfactory to the Titling Trustee of Independent counsel reasonably satisfactory to the Titling Trustee, to such
Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) by the consent of the Trustee and the Certificate Insurer or (b) upon determination that its duties hereunder are no longer permissible under applicable law and that such incapacity cannot be cured by the Servicer without incurring, in the reasonable judgment of the Servicer, unreasonable expense. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent Opinion of Counsel to such effect delivered (at the expense of the Servicer) to the Trustee and the Certificate Insurer. No resignation of the Servicer shall become effective until the Trustee or a successor Servicer, appointed pursuant to the provisions of Section 12.2 and satisfying the requirements of Section 5.7 with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. The Servicer shall provide the Trustee and the Certificate Insurer with 30 days prior written notice of its intention to resign pursuant to this Section 10.4.
Servicer Not to Resign; Assignment. Relationship of Servicer to Issuer and the Indenture Trustee.................................... Section 9.06
Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board of directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Trustees, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Trustees is willing to service the Receivables and enters into a servicing agreement with the Trust in form and substance substantially similar to this Agreement and satisfactory to the Trustees and (ii) the Rating Agency Condition is satisfied with respect to the selection of such new servicer. No such resignation shall affect the obligation of the Servicer to purchase Receivables pursuant to Section 5.06.
(b) Except as specifically permitted in this Agreement, the Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 8.02.
