Common use of Servicer Not to Resign Clause in Contracts

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the Servicer shall not resign from the obligations and duties imposed on it by this Supplement as Servicer except upon a determination that the performance of its duties under this Supplement shall no longer be permissible under applicable law. Notice of any determination that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Trustee, the Indenture Trustee and the Vehicle 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 to the Owner Trustee, the Indenture Trustee and the Owner Trustee concurrently with or promptly after such notice. No resignation of the Servicer shall become effective until a successor Servicer acceptable to the Indenture Trustee, acting at the direction of the majority of Noteholders, has assumed the responsibilities and obligations of the resigning Servicer. If no Servicer has been appointed within 30 days of resignation or removal, or the date upon which any regulatory authority requires such resignation, the Indenture Trustee may petition any court of competent jurisdiction for such appointment.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the Servicer shall not resign from the obligations and duties imposed on it by this Servicing Supplement as Servicer except upon a determination that the performance of its duties under this Servicing Supplement shall no longer be permissible under applicable law. Notice of any determination that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Trustee, the Indenture Trustee and the Vehicle 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 to the Owner Trustee, the Indenture Trustee and the Owner Vehicle Trustee concurrently with or promptly after such notice. No resignation of the Servicer shall become effective until a successor Servicer acceptable to the Indenture Trustee, acting at the direction of the Noteholders holding at least a majority of Noteholdersthe Outstanding Amount, has assumed the responsibilities and obligations of the resigning Servicer. If no Servicer has been appointed within 30 days of resignation or removal, or the date upon which any regulatory authority requires such resignation, the Indenture Trustee may petition any court of competent jurisdiction for such appointment.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing AgreementExcept as permitted by Section 7.3, the Servicer shall not resign from the its obligations and duties imposed on it by under this Supplement as Servicer Agreement except (i) upon a determination that the performance of its duties under this Supplement shall no longer be permissible under applicable lawlaw or (ii) in the event of the appointment of a successor Servicer, upon satisfaction of the Rating Agency Condition. Notice of any such determination that permitting the performance by resignation of the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Issuer, the Indenture Trustee, the Indenture Owner Trustee and the Vehicle Trustee Rating Agencies 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 shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer to the Owner TrusteeIssuer, the Indenture Trustee and the Owner Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Indenture Trustee (which shall not be obligated to act as successor Servicer if the Servicer has resigned for a reason other than that the performance of its duties are no longer permissible under applicable law) or a successor Servicer acceptable to the Indenture Trustee, acting at the direction of the majority of Noteholders, has shall have assumed the responsibilities and obligations of the resigning Servicer. If no Servicer has been appointed within 30 days of resignation or removal, or the date upon which any regulatory authority requires such resignation, the Indenture Trustee may petition any court of competent jurisdiction for such appointmenthereunder in accordance with Section 8.2.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the Servicer shall not resign from the obligations and duties imposed on it by this Servicing Supplement as Servicer except upon a determination that the performance of its duties under this Servicing Supplement shall no longer be permissible under applicable law. Notice of any determination that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Trustee, the Indenture Trustee and the Vehicle 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 to the Owner Trustee, the Indenture Trustee and the Owner Vehicle Trustee concurrently with or promptly after such notice. No resignation of the Servicer shall become effective until a successor Servicer acceptable to the Indenture Trustee, acting at the written direction of the Noteholders holding at least a majority of Noteholdersthe Outstanding Amount, has assumed the responsibilities and obligations of the resigning Servicer. If no Servicer has been appointed within 30 days of resignation or removal, or the date upon which any regulatory authority requires such resignation, the Indenture Trustee (acting at the written direction of the Noteholders holding not less than the Required Percentage) may petition any court of competent jurisdiction for such appointment.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the The Servicer shall not resign from the obligations and duties hereby imposed on it by this Supplement as Servicer except upon a the determination that its duties hereunder are no longer permissible under applicable law or the performance of its such duties under this Supplement shall are no longer possible in order to comply with applicable law and such incapacity or impossibility cannot be permissible under applicable law. Notice of any determination that the performance cured by the Servicer. Any determination permitting the resignation of the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Trustee, the Indenture Trustee and the Vehicle 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 to the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Trustee. No appointment of a successor to the Servicer shall be effective hereunder unless (a) the Rating Agencies have confirmed in writing that such appointment will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Owner TrusteeCertificates, (b) such successor shall have represented that it is meets the Indenture Trustee eligibility criteria set forth in Section 8.02 and (c) such successor has agreed to assume the Owner Trustee concurrently with or promptly after such notice. No resignation obligations of the Servicer hereunder to the extent of the Mortgage Loans. The Servicer shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee. No such resignation shall become effective until a successor Servicer acceptable to Qualified Successor or the Indenture Trustee, acting at the direction of the majority of Noteholders, has Trustee shall have assumed the Servicer's responsibilities and obligations hereunder. The Servicer shall notify the Trustee and the Rating Agencies of the resigning Servicer. If no Servicer has been appointed within 30 days of resignation or removal, or the date upon which any regulatory authority requires such its resignation, the Indenture Trustee may petition any court of competent jurisdiction for such appointment.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the Servicer shall not resign from the obligations and duties imposed on it by this Servicing Supplement as Servicer except upon a determination that the performance of its duties under this Servicing Supplement shall no longer be permissible under applicable law. Notice of any determination that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Trustee, the Indenture Trustee and the Vehicle 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 to the Owner Trustee, the Indenture Trustee and the Owner Vehicle Trustee concurrently with or promptly after such notice. No resignation of the Servicer shall become effective until a successor Servicer acceptable to the Indenture Trustee, acting at the direction of the Noteholders holding at least a majority of Noteholdersthe Outstanding Amount, has assumed the responsibilities and obligations of the resigning Servicer. If no Servicer has been appointed within 30 [__] days of resignation or removal, or the date upon which any regulatory authority requires such resignation, the Indenture Trustee may petition any court of competent jurisdiction for such appointment.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the 1. The Servicer shall not resign from the obligations and duties imposed on it by this Supplement as Servicer under this Servicing Agreement except upon a determination (i) in the event that the performance of its duties under this Supplement Servicing Agreement shall no longer be permissible under applicable lawlaw or it shall no longer be an Eligible Servicer or (ii) if the Backup Servicer has taken over the duties of the Servicer in accordance with the terms hereof or upon the appointment of a successor or substitute Servicer (other than the Backup Servicer) to take over the duties and obligations of the Servicer hereunder. Notice of any such determination that permitting the performance by resignation of the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated in writing to the Owner Trustee, the Indenture Trustee Backup Servicer and the Vehicle Trustee each Rating Agency 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 to the Owner Trustee, the Indenture Trustee and the Owner Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor an Eligible Servicer acceptable to the Indenture Trustee, acting at the direction of the majority of Noteholders, has shall have assumed the responsibilities and obligations of the resigning Servicer. If no ; provided, however, in the event that the Backup Servicer is unable to act as Servicer hereunder and a successor Eligible Servicer has not been appointed within 30 days of resignation or removal, or the date upon which any regulatory authority requires such resignationthirty (30) days, the Indenture Trustee may petition any a court of competent jurisdiction for such appointmentthe appointment of a successor Eligible Servicer acceptable to the Majority Certificateholders.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the 1. The Servicer shall not resign from the obligations and duties imposed on it by this Supplement as Servicer under this Servicing Agreement except upon a determination (i) in the event that the performance of its duties under this Supplement Servicing Agreement shall no longer be permissible under applicable lawlaw or it shall no longer be an Eligible Servicer or (ii) if the Backup Servicer has taken over the duties of the Servicer in accordance with the terms hereof or upon the appointment of a successor or substitute Servicer (other than the Backup Servicer) to take over the duties and obligations of the Servicer hereunder. Notice of any such determination that permitting the performance by resignation of the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated in writing to the Owner Trustee, the Indenture Trustee Backup Servicer and the Vehicle Trustee Certificateholders 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 to the Owner Trustee, the Indenture Trustee and the Owner Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor an Eligible Servicer acceptable to the Indenture Trustee, acting at the direction of the majority of Noteholders, has shall have assumed the responsibilities and obligations of the resigning Servicer. If no ; provided, however, in the event that the Backup Servicer is unable to act as Servicer hereunder and a successor Eligible Servicer has not been appointed within 30 days of resignation or removal, or the date upon which any regulatory authority requires such resignationthirty (30) days, the Indenture Trustee may petition any a court of competent jurisdiction for such appointmentthe appointment of a successor Eligible Servicer acceptable to the Majority Certificateholders of each Trust.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the Servicer shall not resign from the obligations and duties imposed on it by this Supplement as Servicer except upon a determination that the performance of its duties under this Supplement shall no longer be permissible under applicable law. Notice of any determination that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Trustee, the Indenture Trustee and the Vehicle 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 to the Owner Trustee, the Indenture Trustee and the Owner Trustee concurrently with or promptly after such notice. No resignation of the Servicer shall become effective until a successor Servicer acceptable to the Indenture Trustee, acting at the direction of the majority of Noteholders, Trustee has assumed the responsibilities and obligations of the resigning Servicer. If no Servicer has been appointed within 30 days of resignation or removal, or the date upon which any regulatory authority requires such resignation, the Indenture Trustee may petition any court of competent jurisdiction for such appointment.

Servicer Not to Resign. Subject to Sections 2.10 and 4.1(b) of the Basic Servicing Agreement, the Servicer shall not resign from the obligations and duties hereby imposed on it by this Supplement as Servicer except upon a its determination (and notification to the Indenture Trustee) that (i) the performance of its duties under this Supplement shall no longer be permissible under applicable law. Notice of any determination that the performance by the Servicer of its duties hereunder is no longer permitted permissible under applicable law shall be communicated and (ii) there is no reasonable action which Servicer could take to make the Owner Trustee, the Indenture Trustee and the Vehicle 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 performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel (which Opinion of Counsel may not be provided by in-house counsel to Servicer) to such effect delivered by the Servicer to the Owner Indenture Trustee, the Indenture Trustee and the Owner Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor Servicer acceptable to the Indenture Trustee, acting at the direction of the majority of Noteholders, has Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the resigning Servicer. If no Servicer has been appointed in accordance with Section 7.2 hereof; provided, that if within 30 one hundred twenty (120) days of resignation or removal, or the date upon which any regulatory authority requires such resignationthat Servicer notifies the Indenture Trustee of its determination described in the first sentence of this Section 5.11 and delivers to the Indenture Trustee the Opinion of Counsel referred to above, the Indenture Trustee may petition any court of competent jurisdiction for such appointmentdoes not appoint an Eligible Servicer in accordance with Section 7.2 to act as Successor Servicer, then the Indenture Trustee shall automatically be appointed Successor Servicer in accordance with Section 7.2 (but shall have the continued authority to appoint another Person as Successor Servicer).