Common use of Servicer Not to Resign Clause in Contracts

Servicer Not to Resign. Subject to the provisions of Section 4.02, the Servicer shall not resign from its obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have assumed such Servicer's responsibilities and obligations in accordance with Section 5.02.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it except upon the determination that its such Servicer's duties hereunder are no longer permissible under applicable lawApplicable Requirements and such incapacity cannot be cured by such Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerOwner. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have that satisfies the requirements set forth in Section 9.1 has assumed such the Servicer's responsibilities and obligations hereunder in accordance with Section 5.02such Section.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it it, except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerTrustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer servicer shall have assumed such the Servicer's responsibilities and obligations in accordance with Section 5.027.5 hereof.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it except upon the determination that its such Servicer’s duties hereunder are no longer permissible under applicable lawApplicable Requirements and such incapacity cannot be cured by such Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerOwner. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have that satisfies the requirements set forth in Section 9.1 has assumed such the Servicer's ’s responsibilities and obligations hereunder in accordance with Section 5.02such Section.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it except upon the determination that its such Servicer's duties hereunder are no longer permissible under applicable lawApplicable Requirements and such incapacity cannot be cured by such Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerOwner. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have which satisfies the requirements set forth in Section 9.1 has assumed such the Servicer's responsibilities and obligations hereunder in accordance with Section 5.02such Section.

Servicer Not to Resign. Subject to the provisions of Section 4.028.02 hereof, the Servicer shall not resign from its the obligations and duties hereby imposed on it as Servicer except upon determination that the performance of its duties hereunder are is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.029.02 hereof.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the Servicer shall not resign from its the obligations and duties hereby imposed on it except by mutual consent of Servicer and the Seller or upon the determination that its duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by Servicer’s delivery to the Seller of an Opinion of Counsel to such effect delivered in a form reasonably acceptable to the Master ServicerSeller. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have assumed such the Servicer's ’s responsibilities and obligations in accordance with Section 5.02hereunder.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its obligations and duties hereby imposed on it under the Agreement except upon determination that the performance of its duties hereunder are shall no longer be permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer Trustee or a successor Successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.0219.02.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it except upon a determination that the performance of its duties hereunder are is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel for the Servicer to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Replacement Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.027.03.

Servicer Not to Resign. Subject to the provisions of Section 4.027.2, the Servicer shall not resign from its the obligations and duties hereby imposed on it by this Agreement as Servicer except upon determination that the performance of its duties hereunder are under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to the Master ServicerAgent. No such resignation by the Servicer shall become effective until the Master Servicer Agent, its designee or a successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.026.15.

Servicer Not to Resign. Subject to the provisions of Section 4.0217.03, the Servicer shall not resign from its the obligations and duties hereby imposed on it by the Agreement as Servicer except upon determination that the performance of its duties hereunder are under the Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer Trustee or a successor Successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.02.18.03. ARTICLE EIGHTEEN

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it except upon a determination that the performance of its duties hereunder are is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel for the Servicer to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.02SECTION 8.03.

Servicer Not to Resign. Subject to the provisions of Section 4.029.02 hereof, the Servicer shall not resign from its the obligations and duties hereby imposed on it as Servicer except upon determination that the performance of its duties hereunder are is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerTrustee and to the Rating Agency. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.029.02 or Section 10.02 hereof.

Servicer Not to Resign. Subject to the provisions of Section 4.027.02, the Servicer shall not resign from its the obligations and duties hereby imposed on it by this Agreement as Servicer except upon determination that the performance of its duties hereunder are under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerWFEFI. No such resignation by the Servicer shall become effective until the Master Servicer WFEFI or a successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.027.03.

Servicer Not to Resign. Subject to the provisions of Section 4.026.02, the Servicer shall not resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer Trustee or a successor Servicer servicer shall have assumed such the Servicer's responsibilities and obligations in accordance with Section 5.027.02.

Servicer Not to Resign. Subject to the provisions of Section 4.026.6, the Servicer shall not resign from its the obligations and duties hereby imposed on it by this Agreement as Servicer except upon determination that the performance of its duties hereunder are under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to the Master ServicerFunding Agent. No such resignation by the Servicer shall become effective until the Master Servicer Funding Agent, its designee or a successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.026.7.

Servicer Not to Resign. (a) Subject to the provisions of Section 4.023.2 hereof, the Servicer shall not resign from its the obligations and duties hereby imposed on it by this Agreement as Servicer except upon determination that its duties hereunder are no longer permissible under applicable lawwith the prior written consent of the Lender. Any such determination permitting the No resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No such resignation by the Servicer shall become effective until an entity acceptable to the Master Servicer or a successor Servicer Lender shall have assumed such Servicer's the responsibilities and obligations in accordance of the Servicer. (b) The Borrower may, with Section 5.02the prior written consent of the Lender upon 45 days' notice to the Servicer, terminate the Servicer as Servicer hereunder without cause.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it except upon a determination that the performance of its duties hereunder are is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel for the Servicer to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Back-up Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.027.03.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign ---------------------- from its obligations and duties hereby imposed on it under this Agreement except upon a determination that the performance of its duties hereunder are is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel (which counsel shall be outside counsel to the Servicer) to such effect delivered to the Master Servicereach Trustee. No such resignation by the Servicer shall become effective until the Master Servicer Indenture Trustee or a successor Servicer servicer shall have assumed such Servicer's the responsibilities and obligations of the outgoing Servicer in accordance with Section 5.027.2.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the duties and obligations and duties hereby imposed on upon it pursuant hereto except upon its determination that its duties continued performance hereunder are will no longer be permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be , as evidenced by an Opinion opinion of Counsel to such effect counsel delivered to the Master ServicerLender. No such resignation by the Servicer shall become be effective until the Master Servicer or appointment of a successor Servicer shall have assumed such Servicer's responsibilities and obligations in accordance with servicer under Section 5.024.02.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the Servicer shall not resign from its obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have assumed such Servicer's responsibilities and obligations in accordance with Section 5.02.Master

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it except upon determination that the performance of its duties hereunder are is no longer permissible under this Agreement or applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel for the Servicer to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer Trustee or a successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.027.03.

Servicer Not to Resign. Subject to the provisions of Section 4.02SECTION 6.02, the Servicer shall not resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer Trustee or a successor Servicer servicer shall have assumed such the Servicer's responsibilities and obligations in accordance with Section 5.02SECTION 7.02.

Servicer Not to Resign. (a) Subject to the provisions of Section 4.02, the Servicer shall not resign from its obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer shall have assumed such Servicer's responsibilities and obligations in accordance with Section 5.02.

Servicer Not to Resign. Subject to the provisions of Section 4.02, the The Servicer shall not resign from its the obligations and duties hereby imposed on it except upon a determination that the performance of its duties hereunder are is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel counsel for the Servicer to such effect delivered to the Master ServicerTrustee. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Successor Servicer shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.027.03.

Servicer Not to Resign. Subject to the provisions of Section 4.024.02 hereof, the Servicer shall not resign from its the obligations and duties hereby imposed on it as Servicer except upon consent of the Originator or a determination that the performance of its duties hereunder are is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer reasonably acceptable to the Originator shall have assumed such Servicer's the responsibilities and obligations of the Servicer in accordance with Section 5.02.5.02 hereof. ARTICLE 5

Servicer Not to Resign. Subject to the provisions of Section 4.02, the Servicer shall not resign from its the obligations and duties hereby imposed on it except upon determination that (a) the performance of its duties hereunder are is or becomes impermissible under applicable law, and (b) there is no longer reasonable action which Servicer could take to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the No Servicer resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer. No such resignation by the Servicer shall become effective until the Master Servicer or a successor Servicer servicer shall have been designated by the Agent and assumed such Servicer's the responsibilities and obligations in accordance with Section 5.02of Servicer.