Common use of Resignation of the Servicer and the Subservicers Clause in Contracts

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it except upon a determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrary, the Servicer and each Subservicer may assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its obligations and duties as Servicer or Subservicer under this Agreement to an Affiliate of the Servicer or such Subservicer so long as (x) in the case of an assignment by the Servicer, such entity shall be an Eligible Servicer as of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (z) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. So long as OneMain Financial remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2024-1A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2024-1A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2024-1A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2024-1A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2024-1A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2024-1A SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer.. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2024-1A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2024-1A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05. SALE AND SERVICING AGREEMENT (RMIT 2024-1) - Page 28

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it except upon a determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each the Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrary, the Servicer and each Subservicer may assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its obligations and duties as Servicer or Subservicer under this Agreement to an Affiliate of the Servicer or such Subservicer so long as (x) in the case of an assignment by the Servicer, such entity shall be an Eligible Servicer as of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (z) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. So long as OneMain Financial remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2018-1A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2018-1A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2018-1A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2018-1A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2018-1A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each the Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrary, the Servicer and each Subservicer may assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its obligations and duties as Servicer or Subservicer under this Agreement to an Affiliate of the Servicer or such Subservicer so long as (x) in the case of an assignment by the Servicer, such entity shall be an Eligible Servicer as of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (z) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2018-1A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2018-1A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrary, the Servicer and each Subservicer may assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its obligations and duties as Servicer or Subservicer under this Agreement to an Affiliate of the Servicer or such Subservicer so long as (x) in the case of an assignment by the Servicer, such entity shall be an Eligible Servicer as of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (z) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. So long as OneMain Financial remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2020-1A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2020-1A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2020-1A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2020-1A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2020-1A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2020-1A SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2020-1A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2020-1A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2024-2A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2024-2A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2024-2A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2024-2A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2024-2A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2024-2A SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer.. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2024-2A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2024-2A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05. SALE AND SERVICING AGREEMENT (RMIT 2024-2) - Page 28

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2021-2A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2021-2A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2021-2A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2021-2A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2021-2A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2021-2A SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2021-2A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2021-2A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2019-1A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2019-1A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2019-1A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2019-1A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2019-1A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each the Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2019-1A SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2019-1A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2019-1A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2021-1A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2021-1A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2021-1A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2021-1A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2021-1A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2021-1A SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2021-1A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2021-1A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2022-2B SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2022-2B XXXX Xxxxxxxxx Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2022-2B SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2022-2B SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2022-2B SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2022-2B SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2022-2B SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2022-2B SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2022-1A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2022-1A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2022-1A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2022-1A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2022-1A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2022-1A SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2022-1A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2022-1A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05.

Resignation of the Servicer and the Subservicers. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it hereunder, under the 2018-2A SUBI Servicing Agreement or the Indenture except upon a determination that (i) the performance of its duties hereunder hereunder, under the 2018-2A SUBI Servicing Agreement or the Indenture is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereunder, under the 2018-2A SUBI Servicing Agreement or the Indenture permissible under applicable law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee Trustee, the Back-up Servicer and the Indenture Trustee. No resignation shall become effective until a Successor Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is the resigning Servicer) or the Indenture Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02 hereof hereof, the 2018-2A SUBI Servicing Agreement and the Indenture (other than in the case of the Back-up Servicer, any such duty or obligation that it is not required to assume under the express terms of the Back-up Servicing Agreement, the 2018-2A SUBI Servicing Agreement, this Agreement or the Indenture). If within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer as described above above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Issuer shall give prompt notice to each the Rating Agency upon the appointment of a Successor Servicer. (b) Notwithstanding anything in this Agreement to the contrarySection 6.05(a), the Servicer and each Subservicer may may, without the requirement of obtaining the prior consent of any Person, assign (which assignment shall not constitute a resignation for purposes of the foregoing clause (a)) part or all of its duties and obligations and duties as Servicer hereunder, under the 2018-2A SUBI Servicing Agreement or Subservicer under this Agreement the Indenture to an Affiliate of the Servicer or such Subservicer so long as (xi) in the case of an assignment by the Servicer, such entity shall be is an Eligible Servicer as of the date of such assignment, (y) pursuant to the Performance Support Agreement, the Performance Support Provider shall have fully guaranteed the performance of the obligations and duties of the Servicer or such Subservicer, as applicable, under this Agreement and (zii) the Servicer reasonably determines that such assignment will not materially adversely affect the interests of any Class of Noteholders. ; provided, that any such assignment shall not constitute a resignation pursuant to this Section 6.05 (c) So long as OneMain Financial Regional Management remains the Servicer, no Subservicer shall resign from the obligations and duties hereby imposed on it except with the consent of the Servicer. Notwithstanding the foregoing, a Successor Servicer may, without the requirement of obtaining the prior consent of any Person, delegate any or all of its duties and obligations hereunder, under the 2018-2A SUBI Servicing Agreement and the Indenture to one or more subservicers; provided, that such Successor Servicer shall remain obligated and solely liable to the Depositor, the Indenture Trustee, the North Carolina Trust, and the Issuer for its duties, obligations and liabilities under this Agreement, the 2018-2A SUBI Servicing Agreement and the Indenture to the same extent and under the same terms and conditions as if such Successor Servicer were acting alone; provided, further, that any such delegation shall not constitute a resignation pursuant to this Section 6.05.