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

Servicer Not to Resign; Assignment. (a) Except as provided in Section 4.01 or 6.01, the Servicer shall not resign from the duties and obligations imposed on it hereby as Servicer except upon a determination by its Board of Directors that by reason of a change in applicable law, the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such applicable law in a manner that would be likely to result in a material adverse effect on the Servicer or its financial condition, such determination to be evidenced by the delivery to the Titling Company of a Board Resolution to such effect. No such resignation shall become effective until the date upon which the Servicer becomes unable to act as Servicer, as specified in such notice, unless a Successor Servicer has assumed the duties of the Servicer hereunder. If the Servicer is so required to resign, the Servicer shall assist the Titling Company in finding a Successor Servicer, which Person shall enter into a new servicing agreement with the Titling Company, which satisfies the requirements of each Series Servicing Supplement, if any. (b) The Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, however, that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 5.03. (c) Except as otherwise provided in this Section, the duties and obligations of the Servicer under this Agreement shall continue until the Servicer is replaced pursuant to Section 4.01 or until this Agreement shall have been terminated as provided in Section 6.01 and shall survive the exercise by the Titling Company of any right or remedy under this Agreement or the enforcement by the Titling Company of any provision of the other Titling Company Documents.

Servicer Not to Resign; Assignment. (a) Except as provided in Section 4.01 4.01(c) or 6.01, the Servicer shall not resign from the duties and obligations imposed on it hereby as Servicer except upon a determination by its Board of Directors that by reason of a change in applicable lawlegal requirements, the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such applicable law legal requirements in a manner that would be likely to result in a material adverse effect on the Servicer or its financial condition, such determination to be evidenced by the delivery to the Titling Company Trustee of a Board Resolution to such effect. No such resignation shall become effective until the date upon which the Servicer becomes unable to act as Servicer, as specified in such notice, unless a Successor Servicer has assumed the duties of the Servicer hereunder. If the Servicer is so required to resign, the Servicer shall assist the Titling Company Trustee in finding a Successor Servicer, which Person shall enter into a new servicing agreement with the Titling CompanyOrigination Trust, which satisfies having substantially the requirements of each Series Servicing Supplement, if anysame provisions as this Agreement. The Trustee shall not unreasonably withhold its consent to such a servicing agreement. (b) The Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, however, that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 5.03. (c) Except as otherwise provided in this Section, the duties and obligations of the Servicer under this Agreement shall continue until the Servicer is replaced pursuant to Section 4.01 or until this Agreement shall have been terminated as provided in Section 6.01 and shall survive the exercise by the Titling Company Trustee of any right or remedy under this Agreement or the enforcement by the Titling Company Trustee of any provision of the other Titling Company Trust Documents.. ARTICLE Six

Servicer Not to Resign; Assignment. (a) Except as provided in Section 4.01 or 6.01, the The Servicer shall not resign from the duties and obligations hereby imposed on it hereby as Servicer except upon a determination by its Board board of Directors directors that by reason of a change in applicable law, legal requirements the continued performance by the Servicer of its duties as Servicer under this Agreement hereunder would cause it to be in violation of such applicable law legal requirements in a manner that which would be likely to result in a material adverse effect on the Servicer or its financial condition, such said determination to be evidenced by the delivery a resolution of its board of directors to such effect accompanied by a written opinion of counsel (who may be counsel to the Titling Company of a Board Resolution Servicer), satisfactory to WFSRC2, to such effect. No such resignation shall become effective unless and until a new servicer acceptable to WFSRC2 is willing to service the date upon which Contracts and enters into a servicing agreement with WFSRC2 in form and substance substantially similar to this Agreement and satisfactory to WFSRC2. No such resignation shall affect the Servicer becomes unable to act as Servicer, as specified in such notice, unless a Successor Servicer has assumed the duties obligation of the Servicer hereunder. If the Servicer is so required to resign, the Servicer shall assist the Titling Company in finding a Successor Servicer, which Person shall enter into a new servicing agreement with the Titling Company, which satisfies the requirements of each Series Servicing Supplement, if anyrepurchase Contracts pursuant to Section 3.06. (b) The 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, however, provided that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 5.035.02. (c) Except as otherwise provided in this SectionSections 5.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until the Servicer is replaced pursuant to Section 4.01 or until this Agreement shall have been terminated as provided in Section 6.01 terminated, and shall survive the exercise by the Titling Company of any WFSRC2 right or remedy under this Agreement or the enforcement by the Titling Company WFSRC2 of any provision of this Agreement. (d) The resignation of the other Titling Company DocumentsServicer in accordance with this Section shall not affect the rights of WFSRC2 hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 2.04.