Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer shall not resign from its obligations and duties under this Agreement except (i) upon a determination that the performance of its duties is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointment. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or another successor Servicer shall have (i) assumed the obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof.
Appears in 79 contracts
Sources: Sale and Servicing Agreement (CarMax Select Receivables Trust 2025-B), Sale and Servicing Agreement (CarMax Auto Owner Trust 2025-3), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer shall not resign from its obligations and duties under this Agreement except (i) upon a determination that the performance of its duties is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointment. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or another a successor Servicer shall have (i) assumed the obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof.
Appears in 9 contracts
Sources: Sale and Servicing Agreement (Carmax Auto Owner Trust 2007-1), Sale and Servicing Agreement (Carmax Auto Owner Trust 2005-1), Sale and Servicing Agreement (CarMax Auto Owner Trust 2006-2)
Servicer Not to Resign. Subject to the provisions of Section 7.37.3(a), the Servicer shall not resign from its obligations and duties under this Agreement except (i) upon a determination that the performance of its duties is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointment. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or another successor Servicer shall have (i) assumed the obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof.
Appears in 8 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2016-2), Sale and Servicing Agreement (CarMax Auto Owner Trust 2016-2), Sale and Servicing Agreement (CarMax Auto Owner Trust 2016-1)
Servicer Not to Resign. Subject to the provisions of Section 7.37.02, the Servicer shall not resign from its the obligations and duties under imposed on it by this Agreement and the Pooling and Servicing Agreement as Servicer except (i) upon a determination that the performance of its duties under this Agreement or under the Pooling and Servicing Agreement, as the case may be, is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointmentlaw. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Owner Indenture Trustee and the Indenture Owner Trustee. No such resignation shall become effective until the Indenture Trustee or another a successor Servicer shall have (i) assumed the responsibilities and obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof7.02.
Appears in 5 contracts
Sources: Trust Sale and Servicing Agreement (Capital Auto Receivables Inc), Trust Sale and Servicing Agreement (Capital Auto Receivables Inc), Trust Sale and Servicing Agreement (Capital Auto Receivables Inc)
Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer shall not resign from its obligations and duties under this Agreement except (i) upon a determination that the performance of its duties is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointment. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or another a successor Servicer shall have (i) assumed the obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 8 thereof.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2004-1), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer shall not resign from its obligations and duties under this Agreement except (i) upon a determination that the performance of its duties is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointment. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Owner Trustee, the Indenture Trustee and the Indenture TrusteeSwap Counterparty. No such resignation shall become effective until the Indenture Trustee or another a successor Servicer shall have (i) assumed the obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2007-3), Sale and Servicing Agreement (CarMax Auto Owner Trust 2008-1), Sale and Servicing Agreement (CarMax Auto Owner Trust 2008-2)
Servicer Not to Resign. Subject to the provisions of Section 7.37.3(a), the Servicer shall not resign from its obligations and duties under this Agreement except (i) upon a determination that the performance of its duties is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointment. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or another successor Servicer shall have have
(i) assumed the obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2015-1), Sale and Servicing Agreement (CarMax Auto Owner Trust 2014-3)
Servicer Not to Resign. Subject to the provisions of Section 7.35.02 hereof, the Servicer shall not resign from its the obligations and duties under this Agreement hereby imposed on it as Servicer except upon the consent of either (i) upon (a) the Majority Holders and (b) the Rating Agencies, or (ii) 100% of the Noteholders, or (iii) a determination that the performance of its the Servicer's duties hereunder is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointmentlaw. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the DepositorIndenture Trustee, the Owner Trustee Noteholders and the Indenture TrusteeRating Agencies. No such resignation shall become effective until the Indenture Trustee or another a successor Servicer reasonably acceptable to the Majority Holders shall have (i) assumed the responsibilities and obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof6.02 hereof.
Appears in 1 contract
Sources: Servicing Agreement (HPSC Inc)