Common use of The Servicer Not to Resign Clause in Contracts

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s its determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer it could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Borrower and the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance according with Section 6.02the terms of this Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent, each Purchaser Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Deal Agent, the Collateral Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.12.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion opinion or memorandum of Counsel counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.0211.01(c).

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion opinion of Counsel counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.0211.01(c).

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Lenders, the Deal Agent, the Collateral Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.12.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent Deal Agent, the Collateral Agent, the Lenders and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.12.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s its determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer it could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Borrower and the Administrative Agent and each Lender Agent. No To the extent permissible and in accordance with Applicable Law, no such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02the terms of this Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law applicable law and (ii) there is no reasonable action that which the Servicer could take to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Deal Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.25.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it such Person except upon the Servicersuch Person’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer such Person could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent Borrower and each Lender the Agent. No such resignation shall become effective until a Replacement Servicer successor shall have assumed the responsibilities and obligations of the Servicer such Person in accordance with Section 6.02the terms of this Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s its determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer it could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Borrower and the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer successor shall have assumed the responsibilities and obligations of the Servicer in accordance according with Section 6.02the terms of this Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Deal Agent and each Lender the Collateral Agent. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.12.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Deal Agent, the Collateral Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.12.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause based on advise of counsel (i) above by an Opinion a copy of Counsel to such effect which shall be delivered to the Administrative Agent and each Lender Agent). No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent, each Purchaser Agent and each Lender Agentthe Trustee and Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion opinion of Counsel counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02Lender.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.6.2. 106

The Servicer Not to Resign. The initial Servicer shall not resign from the obligations and duties hereby imposed on it except upon the initial Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion of Counsel to such effect delivered to the Administrative Deal Agent and each Lender Agentthe Backup Servicer. No such resignation of the Servicer shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.16.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Lenders, the Deal Agent, the Collateral Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.12.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agentthe Trustee. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause based on advice of counsel (i) above by an Opinion a summary of Counsel to such effect which shall be delivered to the Administrative Agent and each Lender Agent). No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s good faith determination in consultation with legal counsel that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any In connection with any such determination permitting the resignation of the Servicer, the Servicer shall be evidenced as deliver to clause (i) above by an Opinion the Facility Agent and the Borrower a description of Counsel the circumstances giving rise to such effect delivered to the Administrative Agent and each Lender Agentdetermination. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Deal Agent, each Managing Agent, the Collateral Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.12.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.. 152 |US-DOCS\148390876.14||

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the ServicerService’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer Servicer, so long as it shall be an Affiliate of the Borrower, shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s its determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer it could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Borrower and the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance according with Section 6.02the terms of this Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion of Counsel to such effect delivered to the Administrative Agent, each Lender Agent and each Lender Agentthe Trustee and Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.. -104-

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible no longer permissible under Applicable Law applicable law and (ii) there is no reasonable action that the Servicer could take which can be taken to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as pursuant to clause (i) above hereof shall be evidenced by an Opinion opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No Unless otherwise required by applicable law, no such resignation shall become be effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.028.02 hereof.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent, each Purchaser Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.6.2. 108

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law applicable law and (iib) there is no reasonable action that which the Servicer could take to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion of Counsel to such effect delivered to the Administrative Deal Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.25.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent, each Lender Agent and each Lender Agentthe Trustee. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2 and Section 6.19.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law applicable law and (ii) there is no reasonable action that which the Servicer could take to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Deal Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.25.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion opinion of Counsel counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.11.01(c). 121

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and Agent, each Lender Agentand the Trustee. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2 and Section 6.19.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible no longer permissible under Applicable Law applicable law and (ii) there is no reasonable action that the Servicer could take which can be taken to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as pursuant to clause (i) above hereof shall be evidenced by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Collateral Agent. No such resignation shall become be effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.0210.02 hereof.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion opinion of Counsel counsel to such effect USActive 51774144.2053776213.6-117- delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.0211.01(c).

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.. 115

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law applicable law and (ii) there is no reasonable action that which the Servicer could take to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent Administrator and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.25.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.. 139

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent, the Purchaser Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.6.2. 113

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion opinion of Counsel counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.11.01(c). 108

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it such Person except upon the Servicersuch Person’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer such Person could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent Buyer and each Lender the Agent. No such resignation shall become effective until a Replacement Servicer successor shall have assumed the responsibilities and obligations of the Servicer such Person in accordance with Section 6.02the terms of this Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) 117 above by an Opinion of Counsel to such effect delivered to the Administrative Agent, each Purchaser Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion opinion or memorandum of Counsel counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.11.01(c). ARTICLE XVIII

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as pursuant to clause (ia) above shall be made by an Opinion written advice of Counsel to such effect delivered to the Administrative Agent and each Lender Agentcounsel. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.effective

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any 112 such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it such Person except upon the Servicersuch Person’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer such Person could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent Buyer and each Lender the Agent. No such resignation shall become effective until a Replacement Servicer successor shall have assumed the responsibilities and obligations of the Servicer such Person in accordance with Section 6.02the terms of the Loan Agreement and this Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could 112 take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent, each Purchaser Agent and each Lender Agentthe Backup Servicer. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent Deal Agent, the Collateral Agent, the Backup Servicer and each Lender AgentRFC. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.12.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s its determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer it could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel a certificate to such effect delivered to the Borrower, the Administrative Agent and each Lender Managing Agent. No To the extent permissible and in accordance with Applicable Law, no such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance according with Section 6.02the terms of this Agreement.

The Servicer Not to Resign. The Subject to Section 6.23, the Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s 's determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law applicable law and (ii) there is no reasonable action that which the Servicer could take to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Deal Agent. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.26.

The Servicer Not to Resign. The Except as specifically -------------------------- authorized pursuant to Section 6.02 above, the Servicer shall not resign from the obligations and duties hereby imposed on it it, except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is are no reasonable action that the Servicer could take to make the performance of its duties hereunder longer permissible under Applicable Lawapplicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender AgentTrustee. No such resignation shall become effective until the Trustee or a Replacement Servicer successor servicer shall have assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 6.027.05 hereof.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible no longer permissible under Applicable Law applicable law and (ii) there is no reasonable action that the Servicer could take which can be taken to make the performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as pursuant to clause (i) above hereof shall be evidenced by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Collateral Agent. No such resignation shall become be effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.0211.02 hereof.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the its performance of its duties hereunder is or becomes impermissible no longer permissible under Applicable Law applicable law and (ii) there is no reasonable action that which the Servicer could take to make the its performance of its duties hereunder permissible under Applicable Lawapplicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as by an Opinion of Counsel with respect to clause (i) above by an Opinion of Counsel to such effect above, delivered to the Administrative Agent and each Lender AgentTrustee. No such resignation shall become effective until the Trustee or a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the resigning Servicer in accordance with Section 6.02.100

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (ia) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (iib) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) above by an Opinion opinion of Counsel counsel to such effect delivered to the Administrative Agent and each Lender AgentLender. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.11.01(c). USActive 53852035.1153852035.14.docx -126-

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s good faith determination in consultation with legal counsel that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any In connection with any such determination permitting the resignation of the Servicer, the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered deliver to the Administrative Agent and each Lender Agenta description of the circumstances giving rise to such determination. No such resignation shall become effective until a Replacement Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.026.13.