Common use of Servicer Not to Resign Clause in Contracts

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Trustee and the Security Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Trustee and the Security Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital TMS Auto Finance in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative.

Servicer Not to Resign. Subject to the provisions of Except as permitted by Section 7.3, the Servicer may shall not resign from the its obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except (i) upon determination that by reason of a change in legal requirements the performance of its duties shall no longer be permissible under this Agreement 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 and the Security Insurer does not elect to waive the obligations applicable law or (ii) upon satisfaction of the Servicer to perform Rating Agency Condition, in the duties which render it legally unable to act or does not elect to delegate those duties to another Personevent of the appointment of a successor Servicer. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Issuer, the Indenture Trustee, the Owner Trustee, the Trustee Depositor and the Security Insurer Rating Agencies at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner TrusteeIssuer, the Indenture Trustee and the Security Insurer Owner Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Indenture Trustee (which shall not be obligated to act as successor Servicer if the Servicer has resigned for a reason other than that the performance of its duties are no longer permissible under applicable law) or a successor servicer Servicer shall have assumed the responsibilities and obligations of Franklin Capital the Servicer hereunder in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative8.2.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer Controlling Party does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner TrusteeIssuer, the Indenture Trustee and the Security Insurer Controlling Party at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Indenture Trustee and the Security Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital the resigning servicer in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the The Servicer may shall not assign this Agreement or any part thereof nor resign from the obligations and duties hereby imposed on it as except (i) that the Servicer under this Agreement may resign from any obligations and duties hereby imposed on it in connection with the Class 1A Certificates upon mutual consent of the Servicer, the Depositor, the Certificate Insurer, the Trustee and the Class 1A Majority Certificateholders, (ii) that the Servicer may resign from any obligations and duties hereby imposed on it in connection with the Class 2A Certificates upon mutual consent of the Servicer, the Depositor, the Certificate Insurer, the Trustee and the Class 2A Majority Certificateholders or (iii) upon the other Basic Documents except upon determination that the Servicer's duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another PersonServicer. Notice of any Any such determination under clause (ii) permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to and satisfactory to the Owner Trustee, the Depositor and the Certificate Insurer, which Opinion of Counsel shall be in form and substance acceptable to the Trustee and the Security Insurer concurrently with or promptly after such noticeCertificate Insurer. No such resignation of the Servicer shall become effective until a successor servicer shall have has assumed the such Servicer's responsibilities and obligations of Franklin Capital hereunder in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative10.02.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Indenture Trustee and the Security Insurer Indenture Administrator at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Indenture Trustee and the Security Insurer Indenture Administrator concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative

Servicer Not to Resign. Subject to the provisions of Except as permitted by Section 7.3, the Servicer may shall not resign from the its obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except (i) upon determination that by reason of a change in legal requirements the performance of its duties shall no longer be permissible under this Agreement 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 and the Security Insurer does not elect to waive the obligations applicable law or (ii) upon satisfaction of the Servicer to perform Rating Agency Condition, in the duties which render it legally unable to act or does not elect to delegate those duties to another Personevent of the appointment of a successor Servicer. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Issuer, the Indenture Trustee, the Owner Trustee, the Trustee Seller and the Security Insurer Rating Agencies at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner TrusteeIssuer, the Indenture Trustee and the Security Insurer Owner Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Indenture Trustee (which shall not be obligated to act as successor Servicer if the Servicer has resigned for a reason other than that the performance of its duties are no longer permissible under applicable law) or a successor servicer Servicer shall have assumed the responsibilities and obligations of Franklin Capital the Servicer hereunder in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative8.2.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the The Servicer may shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except (i) by mutual consent of the Servicer, the SBA, the Trustee and the Majority Certificateholders, (ii) in connection with a merger, conversion or consolidation permitted pursuant to Section 9.02 and with the other Basic Documents except consent of the SBA and written notice to the Rating Agency (in which case the Person resulting from the merger, conversion or consolidation shall be the successor of the Servicer), or (iii) upon the determination that the Servicer's duties hereunder are no longer permissible under applicable law or administrative determination and such incapacity cannot be cured 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another PersonServicer. Notice of any Any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to and satisfactory to the Owner Trustee, the Trustee SBA and to each Certificateholder, which Opinion of Counsel shall be in form and substance acceptable to the Security Insurer concurrently with or promptly after such noticeTrustee. No such resignation of the Servicer shall become effective until a successor servicer shall have has assumed the Servicer's responsibilities and obligations of Franklin Capital hereunder in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative10.02.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the The Servicer may shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except by mutual consent of the Servicer, the Representative (if the Representative is not the Servicer), the Certificate Insurer, the Trustee and the Majority in Aggregate Voting Interest, or upon the other Basic Documents except upon determination that the Servicer's duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another PersonServicer. Notice of any Any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to and satisfactory to the Owner Trustee, the Trustee Representative (if the Representative is not the Servicer) and the Security Certificate Insurer, which Opinion of Counsel shall be in form and substance acceptable to the Certificate Insurer concurrently with or promptly after such noticeand the Trustee. No such resignation of the Servicer shall become effective until a successor servicer shall have has assumed the Servicer's responsibilities and obligations of Franklin Capital hereunder in accordance with Section 8.2 SECTION 9.02. The Servicer shall promptly notify each Rating Agency promptly of its intention to resign pursuant to this Agreement. ARTICLE VIIA The RepresentativeSECTION 9.04.

Servicer Not to Resign. Subject to the provisions of Section 7.311.3, the neither Servicer may not shall resign from the its respective obligations and duties hereby imposed on it as Servicer servicer of the applicable Receivables under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer such Servicer, and the Security Insurer CSFB does not elect to waive the obligations of the such Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the any Servicer shall be communicated to the Owner Trustee, the Trustee CSFB and the Security Insurer Custodian at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Trustee and the Security Insurer CSFB concurrently with or promptly after such notice. No such resignation of the any Servicer shall become effective until a successor servicer acceptable to CSFB shall have assumed the responsibilities and obligations of Franklin Capital such Servicer in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative13.2.

Servicer Not to Resign. Subject to the provisions of Section 7.317.03 of the Standard Terms and Conditions of Agreement, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Certificate Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Certificate Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Trustee and the Security Certificate Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital the Representative in accordance with Section 8.2 18.02 of this the Standard Terms and Conditions of Agreement. ARTICLE VIIA The Representative.

Servicer Not to Resign. Subject to the provisions of Section Except as permitted by SECTION 7.3, the Servicer may shall not resign from the its obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except (i) upon determination that by reason of a change in legal requirements the performance of its duties shall no longer be permissible under this Agreement would cause it to be applicable law or (ii) in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations event of the Servicer to perform appointment of a successor Servicer, upon satisfaction of the duties which render it legally unable to act or does not elect to delegate those duties to another PersonRating Agency Condition. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Issuer, the Indenture Trustee, the Owner Trustee and the Security Insurer Rating Agencies at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner TrusteeIssuer, the Indenture Trustee and the Security Insurer Owner Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Indenture Trustee (which shall not be obligated to act as successor Servicer if the Servicer has resigned for a reason other than that the performance of its duties are no longer permissible under applicable law) or a successor servicer Servicer shall have assumed the responsibilities and obligations of Franklin Capital the Servicer hereunder in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The RepresentativeSECTION 8.2.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive unless the obligations of the Servicer to perform the duties which render it legally unable to act are waived or does not elect to delegate those duties delegated to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Trustee and the Security Insurer Indenture Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative

Servicer Not to Resign. Subject to the provisions of ---------------------- Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer Controlling Party does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner TrusteeIssuer, the Indenture Trustee and the Security Insurer Controlling Party at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Indenture Trustee and the Security Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital the resigning servicer in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive unless the obligations of the Servicer to perform the duties which render it legally unable to act are waived or does not elect to delegate those duties delegated to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Indenture Trustee and the Security Insurer Indenture Administrator at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Indenture Trustee and the Security Insurer Indenture Administrator concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Trustee and the Security Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital Corporation in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative.

Servicer Not to Resign. Subject to the provisions of Section ---------------------- 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer Controlling Party does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner TrusteeIssuer, the Indenture Trustee and the Security Insurer Controlling Party at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Indenture Trustee and the Security Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital the resigning servicer in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the The Servicer may shall not assign this Agreement nor resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except (i) by mutual consent of the Servicer, the Indenture Trustee and the Majority Noteholders, or (ii) in connection with a merger, conversion or consolidation permitted pursuant to Section 8.02 (in which case the other Basic Documents except Person resulting from the merger, conversion or consolidation shall be the successor of the Servicer), or (iii) in connection with an assignment permitted pursuant to Section 8.02 (in which case the Assignee shall be the successor of the Servicer), or (iv) upon the good faith determination that the Servicer's duties hereunder are no longer permissible under applicable law or administrative determination and such incapacity cannot be cured 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another PersonServicer. Notice of any Any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an a written Opinion of Counsel (who may be counsel for the Servicer) to such effect delivered to the Indenture Trustee, which Opinion of Counsel shall be in form and satisfactory substance reasonably acceptable to the Owner Indenture Trustee, the Trustee and the Security Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have has assumed the Servicer's responsibilities and obligations of Franklin Capital hereunder in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative9.02.

Servicer Not to Resign. Subject to the provisions of Except as permitted by Section 7.3, the Servicer may shall not resign from the its obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except (i) upon determination that by reason of a change in legal requirements the performance of its duties shall no longer be permissible under this Agreement would cause it to be applicable law or (ii) in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations event of the Servicer to perform appointment of a successor Servicer, upon satisfaction of the duties which render it legally unable to act or does not elect to delegate those duties to another PersonRating Agency Condition. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Issuer, the Indenture Trustee, the Owner Trustee and the Security Insurer Rating Agencies at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner TrusteeIssuer, the Indenture Trustee and the Security Insurer Owner Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Indenture Trustee (which shall not be obligated to act as successor Servicer if the Servicer has resigned for a reason other than that the performance of its duties are no longer permissible under applicable law) or a successor servicer Servicer shall have assumed the responsibilities and obligations of Franklin Capital the Servicer hereunder in accordance with Section 8.2 of this Agreement8.2. ARTICLE VIIA The Representative-----------

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon determination that by reason of a change in legal requirements law the performance of its duties under this Agreement 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 law and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Indenture Trustee and the Security Insurer at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Indenture Trustee and the Security Insurer concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital SunStar Acceptance Corporation in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative.

Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon 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 result in a material adverse effect on the Servicer and the Security Insurer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Trustee and the Security Insurer Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Trustee and the Security Insurer Indenture Trustee concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital in accordance with Section 8.2 of this Agreement. ARTICLE VIIA The Representative