Backup Servicer Not to Resign Clause Samples

Backup Servicer Not to Resign. Except as set forth in Section 14, Backup Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual written consent of Backup Servicer and Servicer or upon the determination that its duties hereunder are no longer permissible under Applicable Law and such incapacity cannot be cured by Backup Servicer without any unreasonable costs or expenses. Any such determination permitting the resignation of Backup Servicer must be in the reasonable determination of Backup Servicer and must be accompanied by a certificate of an authorized officer of Backup Servicer reasonably acceptable to Servicer certifying as to the basis of such impermissibility under Applicable Law.
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Backup Servicer Not to Resign. Subject to the provisions of Section 12.2, the Backup Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Backup Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements and the Administrative Agent does not elect to waive the obligations of the Backup Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Required Lenders. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Required Lenders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation as permitted by this Section 12.4, the resignation of the Backup Servicer shall become effective.
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Backup Servicer Not to Resign. Except as may provided for in Section 10, Backup Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual written consent of Backup Servicer and PFL or upon the determination that its duties hereunder are no longer permissible under Applicable Law and such incapacity cannot be cured by Backup Servicer without any unreasonable costs or expenses. Any such determination permitting the resignation of Backup Servicer must be in the reasonable determination of Backup Servicer and must be accompanied by an opinion of outside counsel reasonably acceptable to PFL regarding such impermissibility under Applicable Law.
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Backup Servicer Not to Resign. The Backup Servicer shall resign only with the prior written consent of the Administrative Agent and the Required Lenders and, so long as no Termination Event or Servicer Termination Event has occurred, the Borrower or if the Backup Servicer provides an Opinion of Counsel to the Administrative Agent to the effect that 300213599v4 the Backup Servicer is no longer permitted by Applicable Law to act as Backup Servicer hereunder. No termination or resignation of the Backup Servicer hereunder shall be effective until a successor Backup Servicer, acceptable to the Administrative Agent and, so long as no Termination Event or Servicer Termination Event has occurred, the Borrower, has accepted its appointment as successor Backup Servicer hereunder and has agreed to be bound by the terms of this Agreement.
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Backup Servicer Not to Resign. The Backup Servicer shall resign only with the prior written consent of the Administrative Agent and the Required Lenders and, so long as no Termination Event or Servicer Termination Event has occurred, the Borrower or if the Backup Servicer provides an Opinion of Counsel to the Administrative Agent to the effect that the Backup Servicer is no longer permitted by Applicable Law to act as Backup Servicer hereunder. No termination or resignation of the Backup Servicer hereunder shall be effective until a successor Backup Servicer, acceptable to the Administrative Agent and, so long as no Termination Event or Servicer Termination Event has occurred, the Borrower, has accepted its appointment as successor Backup Servicer hereunder and has agreed to be bound by the terms of this Agreement. If a successor Backup Servicer does not take office within 30 days after the Backup Servicer resigns or is removed, the Backup Servicer may petition any court of competent jurisdiction for the appointment of a successor Backup Servicer, with all fees, costs and expenses (including any attorneys’ fees and expenses) of such petition to be paid by the Borrower.
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Backup Servicer Not to Resign. (a) The Backup Servicer shall not resign from the obligations and duties imposed on it by this Agreement except (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Backup Servicer and the Insurer does not elect to waive the obligations of the Backup Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person or (ii) with the prior written consent of the Controlling Party in its sole discretion. (b) Any such determination permitting the resignation of the Backup Servicer pursuant to clause (i) of subparagraph (a) shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trustee or Trust Collateral Agent, as applicable, and the Insurer. No resignation of the Backup Servicer under this Agreement shall become effective until an entity acceptable to the Insurer shall have assumed the responsibilities and obligations of the Backup Servicer hereunder; provided, however, that in the event a successor backup servicer is not appointed within 60 days
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Backup Servicer Not to Resign. The Backup Servicer may not resign from the obligations and duties hereby imposed on it, except: (i) upon determination that (A) the performance of its duties hereunder is no longer permissible under applicable law and (B) there is no reasonable action that the Backup Servicer could take to make the performance of its duties hereunder permissible under applicable law; or (ii) with the consent of the Servicer, upon the assumption of such obligations and duties by a successor Backup Servicer that meets the eligibility requirements of a Successor Servicer described in the Pooling and Servicing Agreement (an “Eligible Servicer”). Any determination permitting the resignation of the Backup Servicer must be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Master Trust, the Issuer, the Servicer, the Owner Trustee, the Master Trust Trustee and the Indenture Trustee. Upon the resignation of the Backup Servicer, the Servicer will appoint a successor backup servicer that satisfies the eligibility criteria for a Successor Servicer under the Pooling and Servicing Agreement. No resignation pursuant to clause (i) above will become effective until a successor Backup Servicer that is an Eligible Servicer has been appointed by the Servicer and executes an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement; provided, that, if a successor Backup Servicer is not appointed within 60 days of the giving of notice of resignation and the delivery of the Opinion of Counsel, the Backup Servicer may petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Servicer as the successor Backup Servicer hereunder. The resigning Backup Servicer agrees to cooperate with any successor Backup Servicer appointed by the Servicer in effecting the transfer of the responsibilities and rights of the resigning Backup Servicer under this Agreement, including the delivery to the successor Backup Servicer of all documents, records and electronic information related to the Dealer Notes in the possession of the resigning Backup Servicer. The Servicer shall provide written notice to each Rating Agency upon the resignation of the Backup Servicer hereunder.
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Backup Servicer Not to Resign. Subject to the provisions of Section 12.2, the Backup Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Backup Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements and the Administrative/Collateral Agent does not elect to waive the obligations of the Backup Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Required Lenders. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Required Lenders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation as permitted by this Section 12.4, the resignation of the Backup Servicer shall become effective. Notwithstanding the foregoing, the Backup Servicer may resign for any reason, provided an entity acceptable to the Required Lenders shall have assumed the responsibilities and obligations of the Backup Servicer prior to the effectiveness of any such resignation. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]
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Related to Backup Servicer Not to Resign

  • Servicer and Backup Servicer Not to Resign (a) Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or the Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Indenture Trustee and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal (all reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with such petition will be paid by the Issuer pursuant to Section 5.7(a) hereof or Section 5.6 of the Indenture, as applicable), (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Citibank, N.A. resigns as Indenture Trustee under the Indenture, it will no longer be the Backup Servicer. (b) The Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may delegate any or all of its duties to any sub-contractor with the prior consent of the Holding Trust. No delegation or sub-contracting by the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) of its duties herein in the manner described in this Section 8.7 shall relieve the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) of its responsibility with respect to such duties. As of the date hereof, the Holding Trust has provided its consent to the delegation by the Backup Servicer (including the Backup Servicer in its capacity as successor Servicer if so appointed) of all of its duties as Backup Servicer (including its duties as successor Servicer if so appointed) to Systems & Services Technologies, Inc.

  • Master Servicer Not to Resign Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

  • Servicer Not to Resign The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

  • 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.

  • Depositor and Servicer Not to Resign Subject to the provisions of Section 7.02, neither the Depositor nor the Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Depositor or the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation by the Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 8.05 hereof.