Common use of Servicer Not to Resign; Assignment Clause in Contracts

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable to the Insurer assumes the servicing of the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase pursuant to Section 3.06 Contracts which were adversely affected as a result of the Servicer's actions while acting as Servicer. (b) Except as specifically permitted in this Agreement, the Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Servicer may assign this Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Owner Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any right or remedy under this Agreement, or the enforcement by the Issuer, the Indenture Trustee, any Noteholder or the Insurer of any provision of the Notes, the Indenture, the Insurance Agreement or this Agreement. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08.

Servicer Not to Resign; Assignment. (a) The Servicer Subject to the provisions of Section 4.15, TMCC shall not resign from the obligations and duties and obligations hereby imposed on it as Servicer under this 20[__]-[__] SUBI Servicing Supplement except upon a determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it under this 20[__]-[__] SUBI Servicing Supplement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of TMCC shall be communicated to the 20[__]-[__] Securitization Owner Trustee, the 20[__]-[__] Securitization Trustee and each Rating Agency at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in violation of writing at the earliest practicable time) and any such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to shall be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory Counsel to such effect delivered to the Issuer, the Insurer 20[__]-[__] Securitization Owner Trustee and the Indenture Trustee, to 20[__]-[__] Securitization Trustee concurrently with or promptly after such effectnotice. No such resignation shall become effective until the 20[__]-[__] Securitization Trustee or a successor Servicer shall have (i) assumed the responsibilities and obligations of TMCC in accordance with Section 6.03 and (ii) become the Administrator under the 20[__]-[__] Administration Agreement in accordance with Section 8 of such Agreement. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable is willing to service the Insurer assumes the servicing of the 20[__]-[__] Contracts and enters into a servicing agreement with the IssuerTitling Trustee, on behalf of the Titling Trust, such agreement to have substantially the same provisions as this Servicing Agreement except as provided in Section 4.13(b). The Titling Trustee, on behalf of the Titling Trust, shall not unreasonably fail to consent to such a servicing agreement. (b) If the Servicer resigns in the circumstances contemplated by clause (a) above, in addition to the requirements set forth therein, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and Opinion of Counsel required thereby also shall be reasonably satisfactory to the Indenture 20[__]-[__] Securitization Trustee. The 20[__]-[__] Securitization Trustee and the Insurer, and each Rating Agency confirms that the selection of such shall not unreasonably fail to consent to a servicing agreement with a new servicer will not result in that proposes to enter into a servicing agreement that meets the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned standards required by such Rating Agency, without regard to the Insurance Policythis 20[__]-[__] SUBI Servicing Supplement. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase remit moneys to the 20[__]-[__] SUBI Collection Account (in lieu of unrecoverable insurance proceeds pursuant to Section 3.06 Contracts 4.14), or the obligations of the Servicer pursuant to Sections 3.03(a), 4.04 (until such obligations are transferred to a successor Servicer pursuant to the terms of this 20[__]-[__] SUBI Servicing Supplement), 4.10 or 4.12 of this 20[__]-[__] SUBI Servicing Supplement. No successor Servicer shall be required to undertake any of the foregoing, other than (i) the obligations set forth in Section 4.04, to the extent that such obligations are transferred to a successor Servicer pursuant to Section 6.01 of this 20[__]-[__] SUBI Servicing Supplement, and (ii) the obligations set forth in Section 4.10, which were adversely affected as a result provision shall not require indemnification by any successor Servicer for the actions of the Servicer under this 20[__]-[__] SUBI Servicing Supplement. The Titling Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer's actions while acting as Servicer, and the Titling Trustee and 20[__]-[__] Securitization Trustee and of the proposed substitute servicer. (bc) Except as specifically permitted in this Agreement, the The Servicer may not assign this Servicing Agreement or any of its rights, powers, duties or obligations hereunder; provided that , except in accordance with the Servicer may assign terms of this Agreement 20[__]-[__] SUBI Servicing Supplement and in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b)4.15 of this 20[__]-[__] SUBI Servicing Supplement. (cd) Except as provided in Sections 6.04(a) and (b)above, the duties and obligations of the Servicer under this Agreement 20[__]-[__] SUBI Servicing Supplement shall continue until this Agreement 20[__]-[__] SUBI Servicing Supplement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms 7.01 of the Owner Trust Agreement, this 20[__]-[__] SUBI Servicing Supplement and shall survive the exercise by the IssuerTitling Trustee, on behalf of the Indenture Trustee or the Insurer Titling Trust, of any right or remedy under this Agreement, 20[__]-[__] SUBI Servicing Supplement or the enforcement by the Issuer, the Indenture Titling Trustee, any Noteholder or on behalf of the Insurer Titling Trust, of any provision of the NotesTitling Trust Agreement, this 20[__]-[__] SUBI Servicing Supplement or the Indenture, the Insurance Agreement or this Agreement20[__]-[__] SUBI Supplement. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer Issuer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts Agreement or (ii) a new servicer acceptable to the Issuer, the Indenture Trustee and the Insurer assumes the servicing of is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes and the Certificates assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase Contracts pursuant to Section 3.06 Contracts which were adversely affected as a result of the Servicer's actions while acting as Servicer3.07. (b) Except as specifically permitted in this Agreement, the Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that (i) the Servicer may assign this Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Owner Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any right or remedy under this Agreement, or the enforcement by the Issuer, the Indenture Trustee, any Noteholder Certificateholder or Noteholder, or the Insurer of any provision of the Notes, the IndentureCertificates, the Insurance Agreement or this Agreement. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08.

Servicer Not to Resign; Assignment. (a) The Except as provided in Section 6.01 of this 1998-C SUBI Servicing Supplement, the Servicer shall not resign from the duties and obligations hereby imposed on it as Servicer except upon determination by its Board of Directors (or the Executive Committee thereof) that by reason of a change in applicable legal requirements the continued performance by the Servicer of its duties hereunder as Servicer under this 1998-C Servicing Supplement would cause it to be in violation of such legal requirements in a manner which that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a board resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, Counsel reasonably satisfactory to the Issuer, Titling Trustee of Independent counsel reasonably satisfactory to the Insurer and the Indenture Titling Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable is willing to service the Insurer assumes the servicing of the 1998-C Contracts and enters into a servicing agreement with the IssuerTitling Trustee, on behalf of the Titling Trust, such agreement to have substantially the same provisions as this Servicing Agreement except as provided in Section 4.13(b). The Titling Trustee, on behalf of the Titling Trust, shall not unreasonably fail to consent to such a servicing agreement. (b) If the Servicer resigns in the circumstances contemplated by clause (a) above, in addition to the requirements set forth therein, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and Opinion of Counsel required thereby also shall be reasonably satisfactory to the Indenture 1998-C Securitization Trustee. The 1998-C Securitization Trustee and the Insurer, and each Rating Agency confirms that the selection of such shall not unreasonably fail to consent to a servicing agreement with a new servicer will not result in that proposes to enter into a servicing agreement that meets the qualification, reduction or withdrawal of its thenstandards required by this 1998-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance PolicyC SUBI Servicing Supplement. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase remit moneys to the 1998-C SUBI Collection Account (in lieu of unrecoverable insurance proceeds pursuant to Section 3.06 Contracts 4.14), or the obligations of the Servicer pursuant to Sections 3.03(a), 4.04 (until such obligations are transferred to a successor Servicer pursuant to the terms of this Agreement), 4.06(a), 4.10 or 4.12 of this 1998-C SUBI Servicing Supplement. No successor Servicer shall be required to undertake any of the foregoing, other than (i) the obligations set forth in Section 4.04, to the extent that such obligations are transferred to a successor Servicer pursuant to Section 6.01 of this 1998-C SUBI Servicing Supplement, (ii) the obligation set forth in Section 4.06(a) of this 1998-C SUBI Servicing Supplement (which were adversely affected as shall remain a result joint and several obligation of the initial Servicer and any successor Servicer) and (iii) the obligations set forth in Section 4.10, which provision shall not require indemnification by any successor Servicer for the actions of the Servicer under this 1998-C SUBI Servicing Supplement. The Titling Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer's actions while acting as Servicer, and the Titling Trustee and 1998-C Securitization Trustee and of the proposed substitute servicer. (bc) Except as specifically permitted in this Agreement, the The Servicer may not assign this Servicing Agreement or any of its rights, powers, duties or obligations hereunder; provided provided, however, that the Servicer may assign this Servicing Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b)4.15 of this 1998-C SUBI Servicing Supplement. (cd) Except as provided in Sections 6.04(a) and (b)above, the duties and obligations of the Servicer under this Agreement 1998-C SUBI Servicing Supplement shall continue until this Agreement 1998-C SUBI Servicing Supplement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms 7.01 of the Owner Trust Agreement, this 1998-C SUBI Servicing Supplement and shall survive the exercise by the IssuerTitling Trustee, on behalf of the Indenture Trustee or the Insurer Titling Trust, of any right or remedy under this Agreement, 1998-C SUBI Servicing Supplement or the enforcement by the Issuer, the Indenture Titling Trustee, any Noteholder or on behalf of the Insurer Titling Trust, of any provision of the Notes, the Indenture, the Insurance Agreement or this AgreementTitling Trust Documents. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08.

Servicer Not to Resign; Assignment. (a) The Servicer Subject to the provisions of Section 4.15, TMCC shall not resign from the obligations and duties and obligations hereby imposed on it as Servicer under this 20[__]-[__] SUBI Servicing Supplement except upon a determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it under this 20[__]-[__] SUBI Servicing Supplement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of TMCC shall be communicated to the 20[__]-[__] Securitization Owner Trustee, the 20[__]-[__] Securitization Trustee and each Rating Agency at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in violation of writing at the earliest practicable time) and any such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to shall be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory Counsel to such effect delivered to the Issuer, the Insurer 20[__]-[__] Securitization Owner Trustee and the Indenture Trustee, to 20[__]-[__] Securitization Trustee concurrently with or promptly after such effectnotice. No such resignation shall become effective until the 20[__]-[__] Securitization Trustee or a successor Servicer shall have (i) assumed the responsibilities and obligations of TMCC in accordance with Section 8.02 and (ii) become the Administrator under the 20[__]-[__] Administration Agreement in accordance with Section 8 of such Agreement. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable is willing to service the Insurer assumes the servicing of the 20[__]-[__] Contracts and enters into a servicing agreement with the IssuerTitling Trustee, on behalf of the Titling Trust, such agreement to have substantially the same provisions as this Servicing Agreement except as provided in Section 4.13(b). The Titling Trustee, on behalf of the Titling Trust, shall not unreasonably fail to consent to such a servicing agreement. (b) If the Servicer resigns in the circumstances contemplated by clause (a) above, in addition to the requirements set forth therein, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and Opinion of Counsel required thereby also shall be reasonably satisfactory to the Indenture 20[__]-[__] Securitization Trustee. The 20[__]-[__] Securitization Trustee and the Insurer, and each Rating Agency confirms that the selection of such shall not unreasonably fail to consent to a servicing agreement with a new servicer will not result in that proposes to enter into a servicing agreement that meets the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned standards required by such Rating Agency, without regard to the Insurance Policythis 20[__]-[__] SUBI Servicing Supplement. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase remit moneys to the 20[__]-[__] SUBI Collection Account (in lieu of unrecoverable insurance proceeds pursuant to Section 3.06 Contracts 4.14), or the obligations of the Servicer pursuant to Sections 3.03(a), 4.04 (until such obligations are transferred to a successor Servicer pursuant to the terms of this 20[__]-[__] SUBI Servicing Supplement), 4.06(a), 4.10 or 4.12 of this 20[__]-[__] SUBI Servicing Supplement. No successor Servicer shall be required to undertake any of the foregoing, other than (i) the obligations set forth in Section 4.04, to the extent that such obligations are transferred to a successor Servicer pursuant to Section 6.01 of this 20[__]-[__] SUBI Servicing Supplement, (ii) the obligation set forth in Section 4.06(a) of this 20[__]-[__] SUBI Servicing Supplement (which were adversely affected as shall remain a result joint and several obligation of the initial Servicer and any successor Servicer) and (iii) the obligations set forth in Section 4.10, which provision shall not require indemnification by any successor Servicer for the actions of the Servicer under this 20[__]-[__] SUBI Servicing Supplement. The Titling Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer's actions while acting as Servicer, and the Titling Trustee and 20[__]-[__] Securitization Trustee and of the proposed substitute servicer. (bc) Except as specifically permitted in this Agreement, the The Servicer may not assign this Servicing Agreement or any of its rights, powers, duties or obligations hereunder; provided that , except in accordance with the Servicer may assign terms of this Agreement 20[__]-[__] SUBI Servicing Supplement and in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b)4.15 of this 20[__]-[__] SUBI Servicing Supplement. (cd) Except as provided in Sections 6.04(a) and (b)above, the duties and obligations of the Servicer under this Agreement 20[__]-[__] SUBI Servicing Supplement shall continue until this Agreement 20[__]-[__] SUBI Servicing Supplement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms 7.01 of the Owner Trust Agreement, this 20[__]-[__] SUBI Servicing Supplement and shall survive the exercise by the IssuerTitling Trustee, on behalf of the Indenture Trustee or the Insurer Titling Trust, of any right or remedy under this Agreement, 20[__]-[__] SUBI Servicing Supplement or the enforcement by the Issuer, the Indenture Titling Trustee, any Noteholder or on behalf of the Insurer Titling Trust, of any provision of the NotesTitling Trust Agreement, this 20[__]-[__] SUBI Servicing Supplement or the Indenture, the Insurance Agreement or this Agreement20[__]-[__] SUBI Supplement. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable to the Insurer assumes the servicing of the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase pursuant to Section 3.06 Contracts which were adversely affected as a result of the Servicer's actions while acting as Servicer. (b) Except as specifically permitted in this Agreement, the Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Servicer may assign this Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Owner Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any right or remedy under this Agreement, or the enforcement by the Issuer, the Indenture Trustee, any Noteholder Noteholder, or the Insurer of any provision of the Notes, the Indenture, the Insurance Agreement or this Agreement. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer Owner Trustee and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable to the Owner Trustee, the Indenture Trustee and the Insurer assumes the servicing of is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee Trust and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Owner Trustee, the Indenture Trustee and the Insurer, Insurer and (ii) each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes and the Certificates assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase Contracts pursuant to Section 3.06 Contracts which were adversely affected as a result of the Servicer's actions while acting as Servicer4.07. (b) Except as specifically permitted in this Agreement, the Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that (i) the Servicer may assign this Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b)7.02. (c) Except as provided in Sections 6.04(a7.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 9.01 or the Trust shall have been terminated as provided by the terms of the Owner Trust Agreement, and shall survive the exercise by the IssuerOwner Trustee, the Indenture Trustee or the Insurer of any right or remedy under this Agreement, or the enforcement by the IssuerOwner Trustee, the Indenture Trustee, any Noteholder Certificateholder or Noteholder, or the Insurer of any provision of the Notes, the IndentureCertificates, the Insurance Agreement or this Agreement. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may can be terminated pursuant to Section 2.083.07.

Servicer Not to Resign; Assignment. (a) The Except as provided in Section 6.01 of this 1997-A SUBI Servicing Supplement, the Servicer shall not resign from the duties and obligations hereby imposed on it as Servicer except upon determination by its Board of Directors that by reason of a change in applicable legal requirements the continued performance by the Servicer of its duties hereunder as Servicer under this 1997-A Servicing Supplement would cause it to be in violation of such legal requirements in a manner which that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors Resolution to such effect accompanied by an Opinion of Counsel, Counsel reasonably satisfactory to the Issuer, Titling Trustee of Independent counsel reasonably satisfactory to the Insurer and the Indenture Titling Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable is willing to the Insurer assumes the servicing of service the Contracts and enters into a servicing agreement with the IssuerTitling Trustee, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation on behalf of the Servicer Titling Trust, such agreement to repurchase pursuant to Section 3.06 Contracts which were adversely affected have substantially the same provisions as a result this Servicing Agreement. The Titling Trustee, on behalf of the Servicer's actions while acting as ServicerTitling Trust, shall not unreasonably fail to consent to such a servicing agreement. (b) Except as specifically permitted in this Agreement, the Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided that the Servicer may assign this Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Owner Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any right or remedy under this Agreement, or the enforcement by the Issuer, the Indenture Trustee, any Noteholder or the Insurer of any provision of the Notes, the Indenture, the Insurance Agreement or this Agreement. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant in the circumstances contemplated by clause (a) above, in addition to the requirements set forth therein, the Opinion of Counsel required thereby also shall be reasonably satisfactory to the 1997-A Securitization Trustee. The 1997-A Securitization Trustee shall not unreasonably fail to consent to a servicing agreement with a new servicer that proposes to enter into a servicing agreement that meets the standards required by this Section, its appointment as custodian may be terminated pursuant to Section 2.08.1997-A SUBI Servicing

Servicer Not to Resign; Assignment. (a) The Except as provided in Section 6.01 of this 1997-A SUBI Servicing Supplement, the Servicer shall not resign from the duties and obligations hereby imposed on it as Servicer except upon determination by its Board of Directors (or the Executive Committee thereof) that by reason of a change in applicable legal requirements the continued performance by the Servicer of its duties hereunder as Servicer under this 1997-A Servicing Supplement would cause it to be in violation of such legal requirements in a manner which that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors Resolution to such effect accompanied by an Opinion of Counsel, Counsel reasonably satisfactory to the Issuer, Titling Trustee of Independent counsel reasonably satisfactory to the Insurer and the Indenture Titling Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable is willing to the Insurer assumes the servicing of service the Contracts and enters into a servicing agreement with the IssuerTitling Trustee, on behalf of the Titling Trust, such agreement to have substantially the same provisions as this Servicing Agreement. The Titling Trustee, on behalf of the Titling Trust, shall not unreasonably fail to consent to such a servicing agreement. (b) If the Servicer resigns in the circumstances contemplated by clause (a) above, in addition to the requirements set forth therein, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and Opinion of Counsel required thereby also shall be reasonably satisfactory to the Indenture 1997-A Securitization Trustee. The 1997-A Securitization Trustee and the Insurer, and each Rating Agency confirms that the selection of such shall not unreasonably fail to consent to a servicing agreement with a new servicer will not result in that proposes to enter into a servicing agreement that meets the qualification, reduction or withdrawal of its thenstandards required by this 1997-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance PolicyA SUBI Servicing Supplement. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase remit moneys to the 1997-A SUBI Collection Account (in lieu of unrecoverable insurance proceeds pursuant to Section 3.06 Contracts 4.14), or the obligations of the Servicer pursuant to Sections 3.03(a), 4.04, 4.06(a), 4.10 or 4.12 of this 1997-A SUBI Servicing Supplement; no successor Servicer shall be required to undertake any of the foregoing, other than the obligation set forth in Section 4.06(a) of this 1997-A SUBI Servicing Supplement (which were adversely affected as shall remain a result joint and several obligation of the initial Servicer and any successor Servicer). The Titling Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer's actions while acting as Servicer, and the Titling Trustee and 1997-A Securitization Trustee and of the proposed substitute servicer. (bc) Except as specifically permitted in this Agreement, the The Servicer may not assign this Servicing Agreement or any of its rights, powers, duties or obligations hereunder; provided provided, however, that the Servicer may assign this Servicing Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b)4.15 of this 1997-A SUBI Servicing Supplement. (cd) Except as provided in Sections 6.04(a) and (b)above, the duties and obligations of the Servicer under this Agreement 1997-A SUBI Servicing Supplement shall continue until this Agreement 1997-A SUBI Servicing Supplement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms 7.01 of the Owner Trust Agreement, this 1997-A SUBI Servicing Supplement and shall survive the exercise by the IssuerTitling Trustee, on behalf of the Indenture Trustee or the Insurer Titling Trust, of any right or remedy under this Agreement, 1997-A SUBI Servicing Supplement or the enforcement by the Issuer, the Indenture Titling Trustee, any Noteholder or on behalf of the Insurer Titling Trust, of any provision of the Notes, the Indenture, the Insurance Agreement or this AgreementTitling Trust Documents. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the obligations and duties and obligations hereby imposed on it except by mutual consent of the Servicer, the Depositor, the Indenture Trustee and the Issuer, or upon the determination by its Board of Directors that by reason of change in the Servicer's duties hereunder are no longer permissible under applicable legal requirements the continued performance law and such incapacity cannot be cured by the Servicer Servicer. Any such determination permitting the resignation of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to shall be evidenced by a resolution written opinion of its Board counsel (who may be an employee of Directors the Servicer) to such effect accompanied by an Opinion of Counsel, satisfactory delivered to the Issuer, the Insurer and the Indenture Trustee, the Issuer and the Depositor, which opinion of counsel shall be in form and substance acceptable to such effectthe Indenture Trustee and the Issuer. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of or a successor Servicer has assumed the Servicer's responsibilities and obligations under this Agreement; provided, however, the Indenture Trustee shall hereunder in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable to the Insurer assumes the servicing of the Contracts and enters into a servicing agreement accordance with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase pursuant to Section 3.06 Contracts which were adversely affected as a result of the Servicer's actions while acting as Servicer10.02. (b) Except as specifically permitted in this Agreement, the The Servicer may shall not assign this Agreement or any of its rightsobligations, powersrights and duties hereunder without the prior written consent of the Depositor, duties or obligations hereunderthe Indenture Trustee and the Issuer; provided that provided, however, the Servicer may assign this Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), without the duties and obligations prior written consent of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Owner Trust Agreement, and shall survive the exercise by the IssuerDepositor, the Indenture Trustee or the Insurer of any right or remedy under this Agreement, or the enforcement by and the Issuer, to any Person that (A) services not less than $25,000,000 in aggregate outstanding principal amount of loans similar in type to the Home Loans, (B) has a net worth of not less than $2,500,000, (C) has a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 4.05 and (D) will not cause any rating of any Class of the Securities in effect immediately prior to such assignment to be qualified, downgraded or withdrawn, as evidenced by a letter from each Rating Agency to such effect. Any such assignment to a successor Servicer (other than the Indenture Trustee) shall be effective only upon delivery to the Indenture Trustee and the Issuer of an agreement, any Noteholder or the Insurer of any provision of the Notes, the Indenture, the Insurance Agreement or this Agreement. (d) The resignation of duly executed by the Servicer and such successor Servicer in accordance with this Section 6.04 a form reasonably satisfactory to the Indenture Trustee and the Issuer, in which such successor Servicer shall not affect assume the rights due and punctual performance of the Seller hereunder. If each covenant and condition to be performed or observed by the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08hereunder.

Servicer Not to Resign; Assignment. (a) The Except as provided in Section 6.01 of this 1997-A SUBI Servicing Supplement, the Servicer shall not resign from the duties and obligations hereby imposed on it as Servicer except upon determination by its Board of Directors (or the Executive Committee thereof) that by reason of a change in applicable legal requirements the continued performance by the Servicer of its duties hereunder as Servicer under this 1997-A Servicing Supplement would cause it to be in violation of such legal requirements in a manner which that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors Resolution to such effect accompanied by an Opinion of Counsel, Counsel reasonably satisfactory to the Issuer, Titling Trustee of Independent counsel reasonably satisfactory to the Insurer and the Indenture Titling Trustee, to such effect. No such resignation shall become effective unless and until (i) the Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event -------- ------- whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable is willing to the Insurer assumes the servicing of service the Contracts and enters into a servicing agreement with the IssuerTitling Trustee, on behalf of the Titling Trust, such agreement to have substantially the same provisions as this Servicing Agreement. The Titling Trustee, on behalf of the Titling Trust, shall not unreasonably fail to consent to such a servicing agreement. (b) If the Servicer resigns in the circumstances contemplated by clause (a) above, in addition to the requirements set forth therein, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and Opinion of Counsel required thereby also shall be reasonably satisfactory to the Indenture 1997-A Securitization Trustee. The 1997-A Securitization Trustee and the Insurer, and each Rating Agency confirms that the selection of such shall not unreasonably fail to consent to a servicing agreement with a new servicer will not result in that proposes to enter into a servicing agreement that meets the qualification, reduction or withdrawal of its thenstandards required by this 1997-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance PolicyA SUBI Servicing Supplement. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase remit moneys to the 1997-A SUBI Collection Account (in lieu of unrecoverable insurance proceeds pursuant to Section 3.06 Contracts 4.14), or the obligations of the Servicer pursuant to Sections 3.03(a), 4.04, 4.06(a), 4.10 or 4.12 of this 1997-A SUBI Servicing Supplement; no successor Servicer shall be required to undertake any of the foregoing, other than the obligation set forth in Section 4.06(a) of this 1997-A SUBI Servicing Supplement (which were adversely affected as shall remain a result joint and several obligation of the initial Servicer and any successor Servicer). The Titling Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer's actions while acting as Servicer, and the Titling Trustee and 1997-A Securitization Trustee must obtain from each Rating Agency a letter approving each substitute servicer. (bc) Except as specifically permitted in this Agreement, the The Servicer may not assign this Servicing Agreement or any of its rights, powers, duties or obligations hereunder; provided provided, however, that the Servicer may assign this Servicing Agreement in -------- connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b)4.15 of this 1997-A SUBI Servicing Supplement. (cd) Except as provided in Sections 6.04(a) and (b)above, the duties and obligations of the Servicer under this Agreement 1997-A SUBI Servicing Supplement shall continue until this Agreement 1997-A SUBI Servicing Supplement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms 7.01 of the Owner Trust Agreement, this 1997-A SUBI Servicing Supplement and shall survive the exercise by the IssuerTitling Trustee, on behalf of the Indenture Trustee or the Insurer Titling Trust, of any right or remedy under this Agreement, 1997-A SUBI Servicing Supplement or the enforcement by the Issuer, the Indenture Titling Trustee, any Noteholder or on behalf of the Insurer Titling Trust, of any provision of the Notes, the Indenture, the Insurance Agreement or this AgreementTitling Trust Documents. (d) The resignation of the Servicer in accordance with this Section 6.04 shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian may be terminated pursuant to Section 2.08.