Common use of Servicer Resignation Clause in Contracts

Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) a successor servicer, acceptable to the Issuer, the Indenture Trustee and the Required Noteholders, enters into an agreement in form and substance satisfactory to the Indenture Trustee and the Required Noteholders, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture from and after the date of assumption, and (ii) the Issuer, the Indenture Trustee and the Required Noteholders consent to the assumption of the duties, obligations and liabilities of this Indenture by such successor Servicer. Upon such resignation, the Servicer shall comply with Section 5.4(b) hereunder. Except as provided in the immediately preceding paragraph or elsewhere in this Indenture, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a Servicer under this Indenture shall continue until this Indenture shall have been terminated as provided herein. The duties and obligations of a Servicer hereunder shall survive the exercise by the Indenture Trustee of any right or remedy under this Indenture or the enforcement by the Indenture Trustee of any provision of this Indenture.

Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) a successor servicer, acceptable to the Issuer, the Indenture Trustee and the Required NoteholdersHolders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, enters into an agreement in form and substance satisfactory to the Indenture Trustee and the Required NoteholdersTrustee, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture from and after the date of assumption, assumption and (ii) the Issuerratings of the Notes will not be qualified, downgraded or withdrawn (as evidenced by a letter from each Rating Agency to the Indenture Trustee and to such effect, which letter shall be obtained at the Required Noteholders consent to the assumption expense of the dutiesServicer, obligations and liabilities without right of this Indenture by such successor Servicerreimbursement). Upon such resignation, the Servicer shall comply with Section 5.4(b) hereunder. Except as provided in the immediately preceding paragraph or elsewhere in this Indenture, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a Servicer under this Indenture shall continue until this Indenture Agreement shall have been terminated as provided herein. The duties and obligations of a Servicer hereunder shall survive the exercise by the Indenture Trustee of any right or remedy under this Indenture or the enforcement by the Indenture Trustee of any provision of this Indenture.

Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) a successor servicer, acceptable to the Issuer, the Indenture Trustee and the Required NoteholdersHolders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, enters into an agreement in form and substance satisfactory to the Indenture Trustee and the Required NoteholdersTrustee, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture from and after the date of assumption, assumption and (ii) the Issuerratings of the Notes will not be qualified, downgraded or withdrawn (as evidenced by a letter from the Rating Agency to the Indenture Trustee and to such effect, which letter shall be obtained at the Required Noteholders consent to the assumption expense of the dutiesServicer, obligations and liabilities without right of this Indenture by such successor Servicerreimbursement). Upon such resignation, the Servicer shall comply with Section 5.4(b) hereunder. Except as provided in the immediately preceding paragraph or elsewhere in this Indenture, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a Servicer under this Indenture shall continue until this Indenture Agreement shall have been terminated as provided herein. The duties and obligations of a Servicer hereunder shall survive the exercise by the Indenture Trustee of any right or remedy under this Indenture or the enforcement by the Indenture Trustee of any provision of this Indenture.

Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) a successor servicer, acceptable to the Issuer, the Indenture Trustee and the Required NoteholdersHolders representing at least 66-2/3% of the Outstanding Note Balance, enters into an agreement in form and substance satisfactory to the Indenture Trustee and the Required NoteholdersTrustee, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture from and after the date of assumption, and (ii) the Issuer, the Indenture Trustee and the Required Noteholders consent to the assumption of the duties, obligations and liabilities of this Indenture by such successor Servicer. Upon such resignation, the Servicer shall comply with Section 5.4(b) hereunder. Except as provided in the immediately preceding paragraph or elsewhere in this Indenture, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a the Servicer under this Indenture shall continue until this Indenture shall have been terminated as provided herein. The duties and obligations of a the Servicer hereunder shall survive the exercise by the Indenture Trustee of any right or remedy under this Indenture or the enforcement by the Indenture Trustee of any provision of this Indenture.

Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) a successor servicer, acceptable to the Issuer, the Indenture Trustee and the Required NoteholdersHolders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding, enters into an agreement in form and substance satisfactory to the Indenture Trustee and the Required NoteholdersTrustee, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture from and after the date of assumption, assumption and (ii) the Issuerratings of the Notes will not be qualified, downgraded or withdrawn (as evidenced by a letter from the Rating Agency to the Indenture Trustee and to such effect, which letter shall be obtained at the Required Noteholders consent to the assumption expense of the dutiesServicer, obligations and liabilities without right of this Indenture by such successor Servicerreimbursement). Upon such resignation, the Servicer shall comply with Section 5.4(b) hereunder. Except as provided in the immediately preceding paragraph or elsewhere in this Indenture, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a the Servicer under this Indenture shall continue until this Indenture shall have been terminated as provided herein. The duties and obligations of a the Servicer hereunder shall survive the exercise by the Indenture Trustee of any right or remedy under this Indenture or the enforcement by the Indenture Trustee of any provision of this Indenture.

Servicer Resignation. The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture Note Purchase Agreement unless and until (i) a successor servicer, acceptable to the Note Issuer, the Indenture Trustee Collateral Agent and the Required Noteholders, Noteholder enters into an agreement in form and substance satisfactory to the Indenture Trustee Collateral Agent and the Required NoteholdersNoteholder, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture Note Purchase Agreement from and after the date of assumption, assumption and (ii) the Note Issuer, the Indenture Trustee Collateral Agent and the Required Noteholders consent Noteholder consents to the assumption of the duties, obligations and liabilities of this Indenture Note Purchase Agreement by such successor Servicer. Upon such resignation, the Servicer shall comply with Section 5.4(b) hereunderhereof. Except as provided in the immediately preceding paragraph or elsewhere in this IndentureNote Purchase Agreement, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a Servicer under this Indenture Note Purchase Agreement shall continue until this Indenture Note Purchase Agreement shall have been terminated as provided herein. The duties and obligations of a Servicer hereunder shall survive the exercise by the Indenture Trustee Collateral Agent of any right or remedy under this Indenture Note Purchase Agreement or the enforcement by the Indenture Trustee Collateral Agent of any provision of this IndentureNote Purchase Agreement.