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 as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible under applicable law, regulation or order and (ii) there is no reasonable action which 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) of this Section by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will become effective until the Trustee or a Successor Servicer has assumed the Servicer's responsibilities and obligations under this Agreement. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee shall have continued authority to appoint another Person as Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order any Requirement of Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawany such Requirements of Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) of this Section by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 10.02. If the Trustee is unable within 120 days of the date of such the determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but Servicer. Notwithstanding the foregoing, the Trustee shall have continued authority shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint another Person any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon a determination by the Servicer that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the TrusteeTrustee and each Purchaser Representative. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 10.2 hereof. The Trustee shall give prompt notice to each Rating Agency, Purchaser Representative and Enhancement Provider upon the appointment of a Successor Servicer. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee shall have continued authority to appoint another Person as Successor Servicerhereunder.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible under applicable law, regulation or order and (ii) there is no reasonable action which 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) of this Section 5.5 by an Opinion of Counsel to such effect delivered to the Indenture Trustee. No such resignation will become shall be effective until the Indenture Trustee or a Successor successor to the Servicer has assumed the Servicer's responsibilities and obligations under this Agreement. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a7.2(a), the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Indenture Trustee shall have continued authority to appoint another Person as Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (ia) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (iib) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Trust and the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have (i) assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof and (ii) provided in writing the information reasonably requested by the Seller to comply with its reporting obligations under this Agreementthe Exchange Act with respect to a successor Servicer. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee shall have continued authority to appoint another Person as Successor Servicerhereunder.

The Servicer Not to Resign. The Subject to subsection 3.1(a), the -------------------------- Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 10.2 hereof. If the Trustee is unable within 120 days of the date of delivery to it of such determination Opinion of Counsel to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder (but the Trustee shall have continued authority to appoint another Person as Successor Servicer).

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order any Requirement of Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawany such Requirements of Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) of this Section by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 10.02. If the Trustee is unable within 120 days of the date of such the determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but Servicer. Notwithstanding the foregoing, the Trustee shall have continued authority shall, if it is legally 74 unable so to act, petition a court of competent jurisdiction to appoint another Person any established institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (ia) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order any Requirement of Law and (iib) there is no reasonable action which the Servicer could reasonably take to make the performance of its duties hereunder permissible under applicable lawany Requirement of Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause subparagraph (ia) of this Section above by an Opinion of Counsel and as to subparagraph (b) by an Officer's Certificate, each to such effect delivered to the TrusteeReceivables Trustee which the Receivables Trustee agrees to hold for the Investor Beneficiaries and any Enhancement Provider. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreement. If the Trustee is unable within 120 days of the date Servicer in accordance with Clause 11.4 (Receivables Trustee to Act; Appointment of such determination to appoint a Successor Servicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing ServicerSuccessor) shall serve as Successor Servicer hereunder but the Trustee shall have continued authority to appoint another Person as Successor Servicerhereof.

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it as such except (a) upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawlaw or (b) the Rating Agency Condition is satisfied with respect thereto. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) of this Section above by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee. No such resignation will shall become effective until the Indenture Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 7.2 hereof. If the Indenture Trustee is unable within ----------- 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee shall have continued authority to appoint another Person as Successor Servicerhereunder.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except (a) upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawlaw or (b) upon satisfaction of the Rating Agency Condition. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ia) of this Section above by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee. No such resignation will shall become effective until the Indenture Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 7.2 hereof. If the Indenture Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee shall have continued authority to appoint another Person as Successor Servicerhereunder.

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become becomes impermissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section by an Opinion of Counsel ---------- to such effect delivered to the Indenture Trustee. No such resignation will shall become effective until the Indenture Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 7.2. If the Indenture Trustee is unable within 120 days of the date ----------- of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but hereunder. Notice of any resignation by the Trustee Servicer shall have continued authority be given to appoint another Person as Successor each Rating Agency by the resigning Servicer.

The Servicer Not to Resign. The Subject to subsection 3.1(a), the Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 10.2 hereof. If the Trustee is unable within 120 days of the date of delivery to it of such determination Opinion of Counsel to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder (but the Trustee shall have continued authority to appoint another Person as Successor Servicer.). Section 8.6

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (ia) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (iib) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 10.02 hereof. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent shall (which may not be the outgoing Serviceri) shall serve as Successor Servicer hereunder but until such time as a Successor Servicer shall have been appointed and assumed the obligations of the Servicer in accordance with Section 10.02 hereunder or (ii) if the Trustee shall have continued authority is legally unable so to act, petition a court of competent jurisdiction to appoint another Person as a Successor ServicerServicer in accordance with Section 10.02 such that the appointment is made within the 120-day period.

The Servicer Not to Resign. The Servicer shall not resign --------------------------- from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible under applicable law, regulation or order and (ii) there is no reasonable action which 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) of this Section 8.5 by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will become shall be effective until the Trustee or a Successor successor to the Servicer has assumed the Servicer's responsibilities and obligations under this Agreement. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee shall have continued authority to appoint another Person as Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible under applicable law, regulation or order and (ii) there is no reasonable action which 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) of this Section 8.5 by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will become shall be effective until the Trustee or a Successor successor to the Servicer has assumed the Servicer's responsibilities and obligations under this Agreement. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee shall have continued authority to appoint another Person as Successor Servicer.

The Servicer Not to Resign. The Servicer shall not -------------------------- resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 9.2 hereof. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent designee (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder (but the Trustee shall have continued authority to appoint another Person as Successor Servicer).

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become becomes impermissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section by an Opinion of Counsel to such ---------- effect delivered to the Indenture Trustee. No such resignation will shall become effective until the Indenture Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section ------- 7.2. If the Indenture Trustee is unable within 120 days of the date of such --- determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but hereunder. Notice of any resignation by the Trustee Servicer shall have continued authority be given to appoint another Person as Successor each Rating Agency by the resigning Servicer.

The Servicer Not to Resign. The Subject to subsection 3.1(a), the Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 10.2 hereof. If the Trustee is unable within 120 days of the date of delivery to it of such determination Opinion of Counsel to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder (but the Trustee shall have continued authority to appoint another qualified Person as Successor Servicer).

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become becomes impermissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section by an Opinion of Counsel to such ---------- effect delivered to the Indenture Trustee. No such resignation will shall become effective until the Indenture Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section ------- 7.2. If the Indenture Trustee is unable within 120 days of the date of such --- determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but subject to the Trustee shall have continued authority to appoint another Person as Successor Servicerprovisions of Section 7.2.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 10.2 hereof. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee hereunder, until such time as a Successor Servicer shall have continued authority to appoint another Person as Successor Servicerbeen appointed and assumed the obligations of the Servicer in accordance with Section 10.2.

The Servicer Not to Resign. The Servicer shall not resign -------------------------- from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become becomes impermissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Owner Trustee. No such resignation will shall become effective until the Indenture Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section ------- 7.2. If the Indenture Trustee is unable within 120 days of the date of such --- determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but subject to the Trustee shall have continued authority to appoint another Person as Successor Servicer.provisions of Section 7.2. -----------

The Servicer Not to Resign. The Servicer shall not resign from -------------------------- the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become becomes impermissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section by an Opinion of Counsel to such ---------- effect delivered to the Indenture Trustee. No such resignation will shall become effective until the Indenture Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section ------- 7.2. If the Indenture Trustee is unable within 120 days of the date of such --- determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but hereunder. Notice of any resignation by the Trustee Servicer shall have continued authority be given to appoint another Person as Successor each Rating Agency by the resigning Servicer.

The Servicer Not to Resign. The Servicer shall not -------------------------- resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become becomes impermissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section by an Opinion of Counsel to such effect delivered to the Indenture Trustee. No such resignation will shall become effective until the Indenture Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreementof the Servicer in accordance with Section 7.2. If the Indenture Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer pursuant to Section 10.2(a)Servicer, the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer hereunder but hereunder. Notice of any resignation by the Trustee Servicer shall have continued authority be given to appoint another Person as Successor each Rating Agency by the resigning Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except upon determination that (i) the performance of its duties hereunder is or will become impermissible no longer permissible under applicable law, regulation or order law and (ii) there is no reasonable action which 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) of this Section above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation will shall become effective until the Trustee or a Successor Servicer has shall have assumed the Servicer's responsibilities and obligations under this Agreement. If of the Trustee is unable Servicer in accordance with Section 10.02 hereof; provided, that if within 120 one hundred twenty (120) days of the date of such determination to appoint a Successor that the Servicer pursuant to Section 10.2(a), notifies the Trustee or of its duly appointed agent (which may resignation in accordance with this Section 8.05 and delivers to the Trustee the Opinion of Counsel referred to above the Trustee does not be the outgoing Servicerreceive any bids from Eligible Servicers in accordance with Section 10.02(c) shall serve to act as Successor Servicer hereunder but Servicer, then the Trustee shall automatically be appointed Successor Servicer in accordance with Section 10.02 (but shall have the continued authority to appoint another Person as Successor Servicer).