Common use of Servicer and Backup Servicer Not to Resign Clause in Contracts

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

Servicer and Backup Servicer Not to Resign. (a) Subject to the provisions of Section 8.47.2, neither [neither] the Servicer [nor the Backup Servicer Servicer] shall [not] resign from the obligations and duties imposed on it by this Agreement as Servicer [or Backup Servicer 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 requirements, and a manner which would have a material adverse effect on Note Majority does not elect to waive the obligations of 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 that 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 Servicer] shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Indenture Owner Trustee and the Owner Indenture Trustee. No resignation of the Servicer shall become effective until [the Backup Servicer or or] a successor Servicer that is an entity acceptable to the Majority Noteholders Eligible Servicer shall have assumed the responsibilities and obligations ofof the Servicer. [No resignation of the Backup Servicer shall become effective until a Person that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that if a successor Backup Servicer is not appointed within 60