Common use of The Servicer Not to Resign Clause in Contracts

The Servicer Not to Resign. The Servicer shall resign only if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policy.

The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders) or if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer Agent to the effect that it such Servicer is no longer permitted by Applicable Law law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entitySuccessor Servicer, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection PolicyAgreement. Section 7.13.

The Servicer Not to Resign. The Servicer shall not resign only if from the obligations and duties hereby imposed on it except upon the Servicer’s determination that the performance of its duties hereunder is or has become illegal under Applicable Law. Any such determination permitting the resignation of the Servicer provides shall be evidenced by an Opinion of Counsel to the Administrative Agent, the Agents such effect addressed and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable delivered to the Administrative Agent (acting at and the direction Borrower. No such resignation shall become effective until a successor servicer shall have assumed the responsibilities and obligations of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policyin accordance with Section 6.2.

The Servicer Not to Resign. The Servicer shall not resign only if from the obligations and duties hereby imposed on it except upon the Servicer’s determination that the performance of its duties hereunder is or has become illegal under Applicable Law. Any such determination permitting the resignation of the Servicer provides shall be evidenced by an Opinion of Counsel to such effect addressed and delivered to the Administrative Agent, the Agents and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or such resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policyin accordance with Section 6.2.

The Servicer Not to Resign. The Servicer shall resign only if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Collateral Agent, the Agents and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policy.

The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent and the Required Lenders or if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents Agent and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders)Agent, has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policy.

The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent or if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer Agent to the effect that it such Servicer is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entitySuccessor Servicer, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection PolicyReceivable Files shall have been delivered to a successor Custodian.

The Servicer Not to Resign. The Servicer shall not resign only if from the obligations and duties hereby imposed on it except upon the Servicer’s determination that the performance of its duties hereunder is or has become illegal under Applicable Law. Any such determination permitting the resignation of the Servicer provides shall be evidenced by an Opinion of Counsel to such effect addressed and delivered to the Administrative Agent, the Agents and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or such resignation shall become effective until a successor servicer shall have assumed the responsibilities and obligations of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policyin accordance with Section 6.2.

The Servicer Not to Resign. The Servicer shall not resign only if from the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents obligations and the Backup Servicer to the effect duties hereby imposed on it except upon determination that it is its duties hereunder are no longer permitted by Applicable Law to act as Servicer hereunderpermissible under applicable law or regulation. No termination or Any such determination permitting the resignation of the Servicer hereunder shall be evidenced by an opinion of counsel satisfactory to the Trustee and the Corporation to such effect delivered to the Trustee and the Corporation. No such resignation shall become effective until a successor servicer shall have assumed in writing the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder Servicer's responsibilities and has agreed to be bound by the terms of this Agreement and the Collection Policyobligations in accordance with Section 3.06 hereof.

The Servicer Not to Resign. The Servicer shall resign only if with the Servicer provides an Opinion prior written consent of Counsel to the Administrative Agent, the Agents and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment ) or if the Servicer provides an Opinion of Counsel to the Administrative Agent to the effect that such Servicer is no longer permitted by law to act as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policy.hereunder. No termination or

The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent and the Majority Lenders or if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer Agent to the effect that it such Servicer is no longer permitted by Applicable Law law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entitySuccessor Servicer, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Credit and Collection Policy.

The Servicer Not to Resign. The Servicer shall resign only if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policy.Servicer

The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent or if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer Agent to the effect that it such Servicer is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entitySuccessor Servicer, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement (except as modified in the Servicing Agreement between the Borrower, the successor Servicer and the Collection PolicyAdministrative Agent) and the Receivable Files shall have been delivered to a successor Custodian.

The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders) or if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer Agent to the effect that it such Servicer is no longer permitted by Applicable Law law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entitySuccessor Servicer, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection PolicyAgreement. DB1/ 139452285.4 109 154304283v7 Section 7.13.

The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Administrative Agent or if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer Agent to the effect that it such Servicer is no longer permitted by Applicable Law law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entitySuccessor Servicer, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Credit and Collection Policy.

The Servicer Not to Resign. The Servicer shall resign only if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents Agent and the Backup Servicer to the effect that it is no longer permitted by Applicable Law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entity, acceptable to the Administrative Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Collection Policy. Section 7.11.

The Servicer Not to Resign. The Servicer shall resign only with the prior written consent of the Deal Agent and the Required Lenders or if the Servicer provides an Opinion of Counsel to the Administrative Agent, the Agents and the Backup Servicer Deal Agent to the effect that it such Servicer is no longer permitted by Applicable Law law to act as Servicer hereunder. No termination or resignation of the Servicer hereunder shall be effective until the Backup Servicer or a different entitySuccessor Servicer, acceptable to the Administrative Deal Agent (acting at the direction of the Required Lenders), has accepted its appointment as Successor Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Credit and Collection Policy.