Common use of The Servicer Not to Resign Clause in Contracts

The Servicer Not to Resign. The Servicer will not resign from the obligations and duties imposed on it pursuant to this Agreement except upon a determination that (i) the performance of its duties pursuant to this Agreement is impermissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties pursuant to this Agreement permissible under applicable law. Any determination pursuant to clause (i) above will be evidenced by an Opinion of Counsel to such effect and any determination pursuant to clause (ii) above will be evidenced by an Officer's Certificate, in each case delivered to the Lender. No Servicer resignation will become effective until the Lender or a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 5.2. If within 120 days of the date of any determination described in this Section 4.3, the Lender is unable to appoint a Successor Servicer, the Lender will without further action be appointed a Successor Servicer. The provisions of Section 5.1 with respect to the duties of the Servicer in effecting the termination of its servicing responsibilities and the transfer of such responsibilities to a Successor Servicer will apply to any resignation pursuant to this Section 4.3.

The Servicer Not to Resign. The Servicer will not resign from the obligations and duties imposed on it pursuant to this Agreement except (a) upon a determination that (i) the performance of its duties pursuant to this Agreement is impermissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties pursuant to this Agreement permissible under applicable law. Any determination pursuant to clause (i) above will be evidenced by an Opinion of Counsel to such effect and any determination pursuant to clause (ii) above will be evidenced by an Officer's Certificate, in each case delivered to the LenderIndenture Trustee. No Servicer resignation will become effective until the Lender Indenture Trustee or a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 5.27.2. If within 120 days of the date of any determination described in this Section 4.36.4, the Lender Indenture Trustee is unable to appoint a Successor Servicer, the Lender Indenture Trustee will without further action be appointed a Successor Servicer. The provisions of Section 5.1 7.1 with respect to the duties of the Servicer in effecting the termination of its servicing responsibilities and the transfer of such responsibilities responsibili- ties to a Successor Servicer will apply to any resignation pursuant to this Section 4.36.4.

The Servicer Not to Resign. The Servicer will shall not resign from the obligations and duties hereby imposed on it pursuant to this Agreement except upon a its determination that (i) the performance of its duties pursuant to this Agreement hereunder is or becomes impermissible under applicable law Applicable Law and (ii) there is no reasonable action which the Servicer that it could take to make the performance of its duties pursuant to this Agreement hereunder permissible under applicable lawApplicable Law. Any such determination pursuant permitting the resignation of the Servicer shall be evidenced as to clause (i) above will be evidenced by an Opinion of Counsel to such effect and any determination pursuant to clause (ii) above will be evidenced by an Officer's Certificate, in each case delivered to the LenderBorrower, the Facility Agent and each Managing Agent. No Servicer To the extent permissible and in accordance with Applicable Law, no such resignation will shall become effective until the Lender or a Successor Servicer has successor shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 5.2the terms of this Agreement. If within 120 days of Notwithstanding the date of any determination described in this Section 4.3foregoing, if the Lender Backup Servicer is unable to appoint a acting as Successor Servicer, the Lender will without further action be appointed a Successor Servicer. The provisions of Section 5.1 with respect Servicer may resign upon 60 days prior written notice to the duties parties hereto, provided that (i) a successor shall have assumed the responsibilities and obligations of the Servicer in effecting accordance with the termination terms of its servicing responsibilities this Agreement and (ii) if a successor Servicer does not take office within 150 days after the transfer retiring Servicer gives notice, the retiring Servicer may petition a court of such responsibilities to competent jurisdiction for the appointment of a Successor Servicer will apply to any resignation pursuant to this Section 4.3successor Servicer.

The Servicer Not to Resign. The (a) Subject to the provisions of Section 6.2, the Servicer will shall not resign from the obligations and duties imposed on it pursuant to by this Agreement as Servicer except upon a determination that (i) the performance of its duties pursuant to under this Agreement is impermissible under applicable law and (ii) there is shall no reasonable action which the Servicer could take to make the performance of its duties pursuant to this Agreement longer be permissible under applicable law. Any . (b) Notice of any determination pursuant that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to clause the Owner Trustee and the Indenture Trustee at the earliest practicable time (iand, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) above will and any such determination shall be evidenced by an Opinion of Counsel to such effect and any determination pursuant to clause (ii) above will be evidenced delivered by an Officer's Certificate, in each case delivered the Servicer to the LenderOwner Trustee and the Indenture Trustee concurrently with or promptly after such notice. No resignation of the Servicer resignation will shall become effective until the Lender or a Successor Servicer has shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 5.27.2. If no Successor Servicer has been appointed within 120 30 days of the date of any determination described in this Section 4.3resignation or removal, the Lender Indenture Trustee shall serve as Successor Servicer hereunder until it is unable able to appoint a another Successor Servicer, the Lender will without further action be appointed a Successor Servicer. The provisions of Section 5.1 with respect to the duties of the Servicer in effecting the termination of its servicing responsibilities and the transfer of such responsibilities to a Successor Servicer will apply to any resignation pursuant to this accordance with Section 4.37.2.

The Servicer Not to Resign. The Servicer will not resign from the obligations and duties imposed on it pursuant to this Agreement except (a) upon a determination that (i) the performance of its duties pursuant to this Agreement is impermissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties pursuant to this Agreement permissible under applicable law. Any determination pursuant to clause (i) above will be evidenced by an Opinion of Counsel to such effect and any determination pursuant to clause (ii) above will be evidenced by an Officer's Certificate, in each case delivered to the LenderIndenture Trustee. No Servicer resignation will become effective until the Lender Indenture Trustee or a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 5.27.2. If within 120 days of the date of any determination described in this Section 4.36.4, the Lender Indenture Trustee is unable to appoint a Successor Servicer, the Lender Indenture Trustee will without further action be appointed a Successor Servicer. The provisions of Section 5.1 7.1 with respect to the duties of the Servicer in effecting the termination of its servicing responsibilities and the transfer of such responsibilities to a Successor Servicer will apply to any resignation pursuant to this Section 4.36.4.

The Servicer Not to Resign. The Servicer will shall not resign from the obligations and duties hereby imposed on it pursuant to this Agreement except upon a its determination (and notification to the Trustee) that (i) the performance of its duties pursuant to this Agreement hereunder is impermissible no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties pursuant to this Agreement hereunder permissible under applicable law. Any such determination pursuant permitting the resignation of the Servicer shall be evidenced as to clause (i) above will be evidenced by an Opinion of Counsel (which Opinion of Counsel may not be provided by in-house counsel to the Servicer) to such effect and any determination pursuant to clause (ii) above will be evidenced by an Officer's Certificate, in each case delivered to the LenderTrustee. No Servicer such resignation will shall become effective until the Lender Trustee or a Successor Servicer has shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 5.2. If 10.2 hereof; provided, that if within 120 one hundred twenty (120) days of the date that the Servicer notifies the Trustee of any its determination described in the first sentence of this Section 4.3, 8.5 and delivers to the Lender is unable Trustee the Opinion of Counsel referred to above the Trustee does not appoint a an Eligible Servicer in accordance with Section 10.2(c) to act as Successor Servicer, then the Lender will without further action Trustee shall automatically be appointed a Successor Servicer in accordance with Section 10.2 (but shall have the continued authority to appoint another Person as Successor Servicer. The provisions of Section 5.1 with respect to the duties of the Servicer in effecting the termination of its servicing responsibilities and the transfer of such responsibilities to a Successor Servicer will apply to any resignation pursuant to this Section 4.3).

The Servicer Not to Resign. {B2297203; 11} - 59 - The Servicer will shall not resign from the obligations and duties hereby imposed on it pursuant to this Agreement except upon a its determination that (i) the performance of its duties pursuant to this Agreement hereunder is or becomes impermissible under applicable law Applicable Law and (ii) there is no reasonable action which the Servicer that it could take to make the performance of its duties pursuant to this Agreement hereunder permissible under applicable lawApplicable Law. Any such determination pursuant permitting the resignation of the Servicer shall be evidenced as to clause (i) above will be evidenced by an Opinion of Counsel to such effect and any determination pursuant to clause (ii) above will be evidenced by an Officer's Certificate, in each case delivered to the LenderBorrower, the Facility Agent and each Managing Agent. No Servicer To the extent permissible and in accordance with Applicable Law, no such resignation will shall become effective until the Lender or a Successor Servicer has successor shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 5.2the terms of this Agreement. If within 120 days of Notwithstanding the date of any determination described in this Section 4.3foregoing, if the Lender Backup Servicer is unable to appoint a acting as Successor Servicer, the Lender will without further action be appointed a Successor Servicer. The provisions of Section 5.1 with respect Servicer may resign upon 60 days prior written notice to the duties parties hereto, provided that (i) a successor shall have assumed the responsibilities and obligations of the Servicer in effecting accordance with the termination terms of its servicing responsibilities this Agreement and (ii) if a successor Servicer does not take office within 150 days after the transfer retiring Servicer gives notice, the retiring Servicer may petition a court of such responsibilities to competent jurisdiction for the appointment of a Successor Servicer will apply to any resignation pursuant to this Section 4.3successor Servicer.