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 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 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. No such resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according with the 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 its 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 it 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 and as to clause (ii) by an Officer’s Certificate, each to such effect delivered to the Borrower and the Administrative AgentTrustee. No such resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with Section 10.02 hereof. If the terms Trustee is unable within 120 days of this Agreementthe date of such determination to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer hereunder.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it such Person except upon its such 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 it 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 Borrower and the Administrative Agent. No such resignation shall become effective until a Successor Servicer successor shall have assumed the responsibilities and obligations of the Servicer such Person in according accordance with the 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 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 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. No such resignation shall become effective until a Successor Servicer successor shall have assumed the responsibilities and obligations of the Servicer in according with the 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 its 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 it which the Servicer could take without incurring material liabilities 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 who is not an employee of the Servicer or any Affiliate of the Servicer with respect to clause (i) above by an Opinion of Counsel to such effect above, delivered to to, and in form reasonably satisfactory to, the Borrower and the Administrative AgentTrustee. No such resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection 10.02.

The Servicer Not to Resign. The initial Servicer shall not resign from the obligations and duties hereby imposed on it except upon its 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 it 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 Borrower Deal Agent and the Administrative AgentBackup Servicer. No such resignation of the Servicer shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection 6.16.

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it except upon its 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 it 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 Borrower and the Administrative AgentIndenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection ------- 7.

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it except upon its 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 it 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 Borrower and the Administrative AgentTrustee. No such resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection ------- 10.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder except upon its 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 it 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 Borrower and the Administrative Agent. No Unless otherwise required by applicable law, no such resignation shall become be effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection 8.02 hereof.

The Servicer Not to Resign. The Servicer shall not resign from -------------------------- the obligations and duties hereby imposed on it except upon its 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 it 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 Borrower and the Administrative AgentIndenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection ------- 7.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon its 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 it 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 Borrower Administrator and the Administrative AgentBackup Servicer. No such resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection 6.25.

The Servicer Not to Resign. The Servicer shall not --------------------------- resign from the obligations and duties hereby imposed on it hereunder except upon its 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 it 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 Borrower and the Administrative Deal Agent. No such resignation shall become be effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this Agreement.Section 11.02 hereof. ------------- SECTION

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it such Person except upon its such 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 it 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 Borrower Buyer and the Administrative Agent. No such resignation shall become effective until a Successor Servicer successor shall have assumed the responsibilities and obligations of the Servicer such Person in according accordance with the 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 its 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 it 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 Borrower and the Administrative AgentOwner Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection ------- 7.

The Servicer Not to Resign. The Servicer shall not resign from -------------------------- the obligations and duties hereby imposed on it hereunder except upon its 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 it 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 Borrower and the Administrative AgentTrustee. No such resignation shall become be effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this AgreementSection 13.02 hereof.

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it hereunder except upon its 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 it 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 Borrower Deal Agent and the Administrative each Managing Agent. No such resignation shall become be effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in according accordance with the terms of this Agreement.Section 11.02 hereof. -------------

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it such Person except upon its such 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 it 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 Borrower Buyer and the Administrative Agent. No such resignation shall become effective until a Successor Servicer successor shall have assumed the responsibilities and obligations of the Servicer such Person in according accordance with the terms of this Agreement.