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

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Issuer, the Indenture Trustee and the Majority NoteholdersInsurer is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer shall become effective until a successor servicer, appointed to repurchase Contracts pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities 3.07. (other than those liabilities arising prior to the appointment of such successorb) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that (i) the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to the enforcement by the Issuer, the Indenture Trustee or subcontract withany Noteholder, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this Agreement. In additionSection, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments appointment as custodian may be terminated pursuant to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSection 2.08.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's ’s servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Issuer, the Indenture Trustee and the Majority NoteholdersInsurer is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes and the Certificates assigned by such Rating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer shall become effective until a successor servicer, appointed to repurchase Contracts pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities 3.07. (other than those liabilities arising prior to the appointment of such successorb) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that (i) the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to the enforcement by the Issuer, the Indenture Trustee, any Certificateholder or subcontract withNoteholder, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Certificates, the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this Agreement. In additionSection, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments appointment as custodian may be terminated pursuant to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSection 2.08.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Issuer, the Indenture Trustee and the Majority NoteholdersInsurer is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then- current rating of each Class of Notes assigned by such Rating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer shall become effective until a successor servicer, appointed to repurchase Contracts pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities 3.07. (other than those liabilities arising prior to the appointment of such successorb) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that (i) the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to the enforcement by the Issuer, the Indenture Trustee or subcontract withany Noteholder, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this Agreement. In additionSection, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments appointment as custodian may be terminated pursuant to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSection 2.08.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Grantor Trustee and Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Grantor Trustee and the Majority NoteholdersIndenture Trustee. No resignation of the Servicer shall become effective until the Grantor Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 hereof and satisfying the requirements of Section 4.07 hereof with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.049.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a Successor Servicer appointed pursuant to Section 7.02 is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Majority NoteholdersInsurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer shall become effective until a successor servicer, appointed to repurchase Contracts pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities 3.07. (other than those liabilities arising prior to the appointment of such successorb) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that (i) the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to the enforcement by the Issuer, the Indenture Trustee or subcontract withany Noteholder, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this Agreement. In additionSection, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments appointment as Custodian may be terminated pursuant to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSection 2.08.

Servicer Not to Resign; Assignment. The (a) Except as provided in Section 4.1(b), the Servicer shall not resign from the duties and obligations and duties hereby imposed on it as Servicer except (a) upon determination by its board of directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by resolutions of the board of directors to such effect accompanied by an opinion of counsel reasonably satisfactory to the Trustees, to such effect. No such resignation shall become effective unless and until a new servicer is willing to service the User Leases and enters into a servicing agreement with the Trust, such agreement to have substantially the same provisions as this Agreement. The Trust shall not unreasonably fail to consent of the Majority Noteholders or to such a servicing agreement. (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant Subject to clause paragraph (bc) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided hereinSection, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder obligations hereunder; provided, however, that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance or transfer of substantially all of its assets without the consent of any Person. (c) The Servicer may, at any time without notice or consent, delegate (i) any or all duties under this Agreement to any other PersonPerson more than 50% of the voting securities of which are owned, directly or indirectly, by Volkswagen AG or any successor thereto, or delegate (ii) specific duties to or subcontract withsub-contractors who are in the business of performing such duties; provided, or authorize or appoint any other Person to perform any of the dutieshowever, covenants or obligations to be performed by that no such delegation shall relieve the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received its responsibility with respect to the Loans such duties and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost shall remain obligated and expense, shall prepare, execute and deliver any and all documents and instruments liable to the successor Trustees and the holders of the UTI and the SUBIs for servicing and administering the Trust Assets in accordance with this Agreement as if the Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect alone were performing such termination and transfer of servicing responsibilitiesduties.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the by mutual consent of the Servicer, the Seller, the Indenture Trustee, the Issuer, the Securities Insurer and the Majority Noteholders Securityholders, or (b) upon the determination that its the Servicer's duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by the Servicer. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent a written opinion of counsel (who may be an employee of the Servicer) to such effect delivered to the Indenture Trustee, the Issuer, the Securities Insurer and the Seller, which opinion of counsel shall be in form and substance acceptable to the Indenture Trustee, the Issuer and the Securities Insurer. No such resignation shall become effective until the Indenture Trustee or a successor servicer has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 10.02. (at b) The Servicer shall not assign this Agreement or any of its obligations, rights and duties hereunder without the expense prior written consent the Seller, the Indenture Trustee, the Issuer, the Securities Insurer and the Majority Securityholders; provided, however, the Servicer may assign this Agreement without the prior written consent of the ServicerSeller, the Indenture Trustee and the Issuer, but with the prior written consent of the Securities Insurer and the Majority Securityholders to (i) the Indenture Trustee or (ii) any Person that (A) is satisfactory to the Indenture Trustee, the Issuer, the Securities Insurer and the Majority Securityholders, (B) services not less than $25,000,000 in aggregate outstanding principal amount of loans similar in type to the Home Loans, (C) has a net worth of not less than $2,500,000, (D) has a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 4.03 and (E) will not cause any rating of any Class of the Securities in effect immediately prior to such assignment to be qualified, downgraded or withdrawn, as evidenced by a letter from each Rating Agency to such effect. Any such assignment to a successor servicer (other than the Indenture Trustee) shall be effective only upon delivery to the Indenture Trustee, the Issuer and the Securities Insurer of an agreement, duly executed by the Servicer and such successor servicer in a form reasonably satisfactory to the Indenture Trustee and the Majority Noteholders. No resignation Issuer, in which such successor servicer shall assume the due and punctual performance of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) each covenant and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations condition to be performed or observed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitieshereunder.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority NoteholdersTrustee. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 SECTION 10.02 hereof and satisfying the requirements of SECTION 4.07 hereof with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04SECTION 9.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it as Servicer except (a) with the consent of the Majority Noteholders or (b) upon a determination that the continued performance by the Servicer of its duties hereunder are as Servicer under this Agreement is no longer permissible under applicable law. Any such , said determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion Opinion of counsel Counsel reasonably satisfactory to the Trustees, to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholderseffect. No such resignation of the Servicer shall become effective unless and until a successor servicer, appointed pursuant new servicer is willing to service the provisions Trust Assets and enters into a servicing agreement with the Trust. The Trust shall not unreasonably fail to consent to such a servicing agreement. (b) Subject to paragraph (c) of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided hereinSection, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder 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 2.16. (c) The Servicer may, at any time without notice or consent, delegate (i) any or all duties under this Agreement to any other PersonPerson more than 50% of the voting securities of which are owned, directly or indirectly, by Avis Rent A Car, Inc., or delegate (ii) specific duties to or subcontract withsub-contractors who are in the business of performing such duties; provided, or authorize or appoint any other Person however, that no such delegation shall relieve the Servicer of its responsibility with respect to perform any such duties and the Servicer shall remain obligated and liable to the Trustees and the holders of the duties, covenants or obligations to be performed by UTI and the SUBIs for servicing and administering the Trust Assets in accordance with this Agreement as if the Servicer hereunder and any agreement, instrument or act purporting to effect any alone were performing such assignment, transfer, delegation or appointment shall be voidduties. The Servicer agrees may delegate its duty to cooperate originate Consumer Leases in accordance with any successor Servicer the Policies to PHH Personal Lease Corporation, a wholly-owned subsidiary of VMS. (d) Except as provided in effecting paragraphs (a), (b) and (c) above, the transfer duties and obligations of the Servicer's servicing responsibilities Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided herein and rights hereunder pursuant to shall survive the first paragraph of this Section 8.04exercise by any Trustee, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession on behalf of the Servicer) and all amounts received with respect to Trust, of any right or remedy under this Agreement or the Loans and not otherwise permitted to be retained enforcement by any Trustee, on behalf of the Servicer pursuant to this Agreement. In additionTrust, of any provision of the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesTrust Documents.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority NoteholdersTrustee. No resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 hereof and satisfying the requirements of Section 4.07 hereof with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.049.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. (a) The Servicer ---------------------------------- shall not resign from the obligations and duties hereby imposed on it except (a) with the by mutual consent of the Servicer, the Seller, the Indenture Trustee, the Issuer and the Majority Noteholders Securityholders, or (b) upon the determination that its the Servicer's duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by the Servicer. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent a written opinion of counsel (who may be an employee of the Servicer) to such effect delivered (at to the expense Indenture Trustee, the Issuer and the Seller, which opinion of the Servicer) counsel shall be in form and substance acceptable to the Indenture Trustee and the Majority NoteholdersIssuer. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have servicer has assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) responsibilities and obligations under this Agreement. Except as expressly provided herein, the hereunder in accordance with Section 10.02. (b) The Servicer shall not assign this Agreement or transfer any of its rightsobligations, benefits rights and duties hereunder without the prior written consent of the Seller, the Indenture Trustee, the Issuer and the Majority Securityholders; provided, however, the Servicer may assign this Agreement (i) without the prior written consent of the Seller, the Indenture Trustee and the Issuer, but with the prior written consent of the Majority Securityholders to the Indenture Trustee or privileges hereunder (ii) without the prior written consent of the Seller, but with the prior written consent of the Indenture Trustee, the Issuer and the Majority Securityholders, to any other PersonPerson that (A) services not less than $25,000,000 in aggregate outstanding principal amount of loans similar in type to the Home Loans, or delegate to or subcontract with(B) has a net worth of not less than $2,500,000, or authorize or appoint (C) has a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 4.03 and (D) will not cause any other Person to perform rating of any Class of the dutiesSecurities in effect immediately prior to such assignment to be qualified, covenants downgraded or obligations withdrawn, as evidenced by a letter from each Rating Agency to such effect. Any such assignment to a successor servicer (other than the Indenture Trustee) shall be effective only upon delivery to the Indenture Trustee and the Issuer of an agreement, duly executed by the Servicer and such successor servicer in a form reasonably satisfactory to the Indenture Trustee and the Issuer, in which such successor servicer shall assume the due and punctual performance of each covenant and condition to be performed or observed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitieshereunder.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer’s obligations under this Agreement or (ii) a Successor Servicer appointed pursuant to Section 7.02 is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Majority NoteholdersInsurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer to repurchase Contracts pursuant to Section 3.06. (b) Except as provided in Sections 6.03(a), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any right or remedy under this Agreement, or the enforcement by the Issuer, the Indenture Trustee or any Noteholder, or the Insurer of any provision of the Notes, the Insurance Agreement or this Agreement. (c) The resignation of the Servicer in accordance with this Section shall become effective until a successor servicer, appointed pursuant to not affect the provisions rights of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this AgreementSeller hereunder. Except as expressly provided herein, If the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer resigns pursuant to this Agreement. In additionSection, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments appointment as Custodian may be terminated pursuant to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSection 2.08.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with by the consent of the Majority Noteholders Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority NoteholdersTrustee. No resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof 10.2 and satisfying the requirements of Section 4.7 with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder hereunder, without the prior written consent of the Indenture Trustee, and absent such written consent any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with If the consent Servicer resigns in the circumstances contemplated by Section 2.10(a) of the Majority Noteholders Servicing Agreement, in addition to the requirements set forth therein, the Opinion of Counsel required thereby also shall be reasonably satisfactory to the Indenture Trustee. Any servicing agreement entered into by a new servicer pursuant to that Section 2.10 (a) also must contain substantially the same provisions as this Supplement. The Indenture Trustee shall not unreasonably fail to consent to a servicing agreement with a new servicer that proposes to enter into a servicing agreement that meets the standards required by Section 2.10 of the Servicing Agreement and this Supplement. No such resignation shall affect the obligation of the Servicer to remit moneys to the 1998-A SUBI Collection Account (in lieu of unrecoverable insurance proceeds) as set forth in Section 2.11 of the Servicing Agreement and Section 9.11 hereof, or the obligations of the Servicer pursuant to Section 8.03(c) hereof, Section 2.07(g) of the Servicing Agreement or Section 9.07 hereof, Section 9.02(a) hereof (as to any 1998-A Lease the Maturity Date of which has been extended beyond the specified limit by the Servicer), Section 9.05(a) hereof, or Section 9.09 hereof; no successor Servicer shall be required to undertake any of the foregoing, other than the obligation set forth in Section 9.05(a) (which shall remain a joint and several obligation of the initial Servicer and any successor Servicer). The Origination Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer, and the Origination Trustee and Indenture Trustee must obtain from each Rating Agency a letter approving each substitute servicer. (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the The Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Supplement or transfer any of its rights, benefits powers, duties or privileges obligations hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any except in connection with an assignment of the dutiesServicing Agreement as permitted thereby. (c) Except as provided in paragraphs (a) and (b) above, covenants the duties and obligations of the Servicer under this Supplement shall continue until they shall have been terminated as provided in Section 12.01 hereof or obligations to be performed in the Servicing Agreement and shall survive the exercise by the Servicer hereunder and any agreementOrigination Trustee, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer on behalf of the Servicer's servicing responsibilities and rights hereunder pursuant to Origination Trust, of any right or remedy under this Supplement or the first paragraph of this Section 8.04Servicing Agreement or the enforcement by the Origination Trustee, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession on behalf of the Servicer) and all amounts received with respect to Origination Trust, of any provision of the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesOrigination Trust Documents.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Grantor Trustee, the Master Servicer and the Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee Grantor Trustee, the Master Servicer and the Majority NoteholdersIndenture Trustee. No resignation of the Servicer shall become effective until the Master Servicer, the Grantor Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 SECTION 10.02 hereof and satisfying the requirements of SECTION 4.07 hereof with respect to the qualifications of a successor servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Pursuant to SECTION 10.02 hereof, the Servicer agrees to cooperate with any successor servicer and the Master Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04SECTION 9.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Issuer, the Indenture Trustee and the Majority NoteholdersInsurer is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes and the Certificates assigned by such Rating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer shall become effective until a successor servicer, appointed to repurchase Contracts pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities 3.07. (other than those liabilities arising prior to the appointment of such successorb) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that (i) the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to the enforcement by the Issuer, the Indenture Trustee, any Certificateholder or subcontract withNoteholder, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Certificates, the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this AgreementSection, its appointment as custodian may be terminated pursuant to Section 2.08. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.-70- 75

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Grantor Trustee, the Securities Insurer, the Master Servicer and Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee Grantor Trustee, the Securities Insurer, the Master Servicer and the Majority NoteholdersIndenture Trustee. No resignation of the Servicer shall become effective until the Master Servicer, the Grantor Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 hereof and satisfying the requirements of Section 4.07 hereof with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Pursuant to Section 10.02 hereof, the Servicer agrees to cooperate with any successor Servicer and the Master Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.049.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Grantor Trustee and the Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Grantor Trustee and the Majority NoteholdersIndenture Trustee. No resignation of the Servicer shall become effective until the Grantor Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 hereof and satisfying the requirements of Section 4.07 hereof with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.049.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority NoteholdersTrustee. No resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 and satisfying the requirements of Section 4.08 hereof with respect to the ------------ qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder hereunder, without the prior written consent of the Indenture Trustee, and absent such written consent any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.049.04, ------------ including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities, including, without limitation, assisting in obtaining any necessary approval under Title I from the FHA.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided hereinin Section 4.1(b), the Servicer shall not resign -------------- from the duties and obligations hereby imposed on it as Servicer except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a Board Resolution to such effect accompanied by an Opinion of Counsel reasonably satisfactory to the Origination Trustee of independent counsel reasonably satisfactory to the Origination Trustee, to such effect. No such resignation shall become effective unless and until a new servicer is willing to service the Leases and enters into a servicing agreement with the Origination Trust, such agreement to have substantially the same provisions as this Agreement. The Origination Trust shall not unreasonably fail to consent to such a servicing agreement. 20 (b) The Servicer may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to any other Personobligations hereunder; provided, however, that the Servicer -------- ------- may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or delegate to or subcontract withlease made in compliance with Section 2.13. ------------ (c) Except as provided in paragraphs (a) and (b) above, or authorize or appoint any other Person to perform any the duties and -------------- --- obligations of the duties, covenants or obligations to be performed Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 6.1 and shall ----------- survive the exercise by the Servicer hereunder and any agreementOrigination Trustee, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer on behalf of the Servicer's servicing responsibilities and rights hereunder pursuant to Origination Trust, of any right or remedy under this Agreement or the first paragraph of this Section 8.04enforcement by the Origination Trustee, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession on behalf of the Servicer) and all amounts received with respect to Origination Trust, of any provision of the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesOrigination Trust Documents.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with upon determination by its Board of Directors that by reason of change in applicable legal requirements the consent continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Majority Noteholders Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that (i) the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to the enforcement by the Issuer, the Indenture Trustee or subcontract withany Noteholder, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this Agreement. In additionSection, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments appointment as custodian may be terminated pursuant to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSection 2.08.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Certificateholders or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall -132- 140 be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Owner Trustee and the Majority NoteholdersCertificateholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 15.02 hereof and satisfying the requirements of Section 5.03 hereof with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.0414.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority NoteholdersTrustee. No resignation of the Servicer shall become effective until the Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 and satisfying the requirements ------------- of Section 4.08 hereof with respect to the qualifications of a successor ------------ Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder hereunder, without the prior written consent of the Trustee, and absent such written consent any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.049.04, ------------ including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities, including, without limitation, assisting in obtaining any necessary approval under Title I from the FHA.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority NoteholdersTrustee. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof and satisfying the requirements of Section 4.05 hereof with ------------ ------------ respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, ------------ without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer's Contract Files) and all amounts received with respect to the Loans Trust Assets and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. The (a) Except as provided in Section 6.01 of this 1998-B SUBI Servicing Supplement, the Servicer shall not resign from the duties and obligations and duties hereby imposed on it as Servicer except upon determination by its Board of Directors (or the Executive Committee thereof) that by reason of a change in applicable legal requirements the continued performance by the Servicer of its duties as Servicer under this 1998-B Servicing Supplement would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a board resolution to such effect accompanied by an Opinion of Counsel reasonably satisfactory to the Titling Trustee of Independent counsel reasonably satisfactory to the Titling Trustee, to such effect. No such resignation shall become effective unless and until a new servicer is willing to service the Contracts and enters into a servicing agreement with the Titling Trustee, on behalf of the Titling Trust, such agreement to have substantially the same provisions as this Servicing Agreement except as provided in Section 4.13(b). The Titling Trustee, on behalf of the Titling Trust, shall not unreasonably fail to consent to such a servicing agreement. (b) If the Servicer resigns in the circumstances contemplated by clause (a) above, in addition to the requirements set forth therein, the Opinion of Counsel required thereby also shall be reasonably satisfactory to the 1998-B Securitization Trustee. The 1998-B Securitization Trustee shall not unreasonably fail to consent to a servicing agreement with a new servicer that proposes to enter into a servicing agreement that meets the consent standards required by this 1998-B SUBI Servicing Supplement. No such resignation shall affect the obligation of the Majority Noteholders or Servicer to remit moneys to the 1998-B SUBI Collection Account (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination in lieu of unrecoverable insurance proceeds pursuant to clause Section 4.14), or the obligations of the Servicer pursuant to Sections 3.03(a), 4.04, 4.06(a), 4.10 or 4.12 of this 1998-B SUBI Servicing Supplement. No successor Servicer shall be required to undertake any of the foregoing, other than (bi) the obligations set forth in Section 4.04, to the extent that such obligations are transferred to a successor Servicer pursuant to Section 6.01 of this 1998-B SUBI Servicing Supplement, (ii) the obligation set forth in Section 4.06(a) of this 1998-B SUBI Servicing Supplement (which shall remain a joint and several obligation of the preceding sentence permitting initial Servicer and any successor Servicer) and (iii) the obligations set forth in Section 4.10, which provision shall not require indemnification by any successor Servicer for the actions of the Servicer under this 1998-B SUBI Servicing Supplement. The Titling Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at Servicer, and the expense Titling Trustee and 1998-B Securitization Trustee and of the Servicerproposed substitute servicer. (c) to the Indenture Trustee and the Majority Noteholders. No resignation of the The Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Servicing Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to any other Personobligations hereunder; provided, however, that the Servicer may assign this Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or delegate to or subcontract withlease made in compliance with Section 4.15 of this 1998-B SUBI Servicing Supplement. (d) Except as provided above, or authorize or appoint any other Person to perform any the duties and obligations of the duties, covenants or obligations to be performed Servicer under this 1998-B SUBI Servicing Supplement shall continue until this 1998-B SUBI Servicing Supplement shall have been terminated as provided in Section 7.01 of this 1998-B SUBI Servicing Supplement and shall survive the exercise by the Servicer hereunder and any agreementTitling Trustee, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer on behalf of the Servicer's servicing responsibilities and rights hereunder pursuant to Titling Trust, of any right or remedy under this 1998-B SUBI Servicing Supplement or the first paragraph of this Section 8.04enforcement by the Titling Trustee, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession on behalf of the Servicer) and all amounts received with respect to Titling Trust, of any provision of the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesTitling Trust Documents.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Insurer assumes the servicing of the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Majority NoteholdersInsurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation of the Servicer shall become effective until a successor servicer, appointed to repurchase Contracts pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities 3.07. (other than those liabilities arising prior to the appointment of such successorb) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that (i) the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to or subcontract withthe enforcement by the Issuer, the Indenture Trustee, any Noteholder, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this Agreement. In additionSection, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments appointment as custodian may be terminated pursuant to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSection 2.08.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with If the consent Servicer resigns in the circumstances contemplated by Section 2.10(a) of the Majority Noteholders Servicing Agreement, in addition to the requirements set forth therein, the Opinion of Counsel required thereby also shall be reasonably satisfactory to the Indenture Trustee. Any servicing agreement entered into by a new servicer pursuant to that Section 2.10 (a) also must contain substantially the same provisions as this Supplement. The Indenture Trustee shall not unreasonably fail to consent to a servicing agreement with a new servicer that proposes to enter into a servicing agreement that meets the standards required by Section 2.10 of the Servicing Agreement and this Supplement. No such resignation shall affect the obligation of the Servicer to remit moneys to the 1999-A SUBI Collection Account (in lieu of unrecoverable insurance proceeds) as set forth in Section 2.11 of the Servicing Agreement and Section 9.11 hereof, or the obligations of the Servicer pursuant to Section 8.03(c) hereof, Section 2.07(g) of the Servicing Agreement or Section 9.07 hereof, Section 9.02(a) hereof (as to any 1999-A Lease the Maturity Date of which has been extended beyond the specified limit by the Servicer), Section 9.05(a) hereof, or Section 9.09 hereof; no successor Servicer shall be required to undertake any of the foregoing, other than the obligation set forth in Section 9.05(a) (which shall remain a joint and several obligation of the initial Servicer and any successor Servicer). The Origination Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer, and the Origination Trustee and Indenture Trustee must obtain from each Rating Agency a letter approving each substitute servicer. (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the The Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Supplement or transfer any of its rights, benefits powers, duties or privileges obligations hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any except in connection with an assignment of the dutiesServicing Agreement as permitted thereby. (c) Except as provided in paragraphs (a) and (b) above, covenants the duties and obligations of the Servicer under this Supplement shall continue until they shall have been terminated as provided in Section 12.01 hereof or obligations to be performed in the Servicing Agreement and shall survive the exercise by the Servicer hereunder and any agreementOrigination Trustee, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer on behalf of the Servicer's servicing responsibilities and rights hereunder pursuant to Origination Trust, of any right or remedy under this Supplement or the first paragraph of this Section 8.04Servicing Agreement or the enforcement by the Origination Trustee, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession on behalf of the Servicer) and all amounts received with respect to Origination Trust, of any provision of the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesOrigination Trust Documents.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee Facility Administrator and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof 8.02 shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.047.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority NoteholdersTrustee. No resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 hereof and ------------- satisfying the requirements of Section 4.08 hereof with respect to the ------------ qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and hereunder, without the prior written consent of the Indenture Trustee and, absent such written consent, any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.049.04, ------------ including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with by the consent of the Majority Noteholders Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority NoteholdersTrustee. No resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 and satisfying the requirements of Sections 4.08 hereof with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder hereunder, without the prior written consent of the Indenture Trustee, and absent such written consent, any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Purchaser, to such effect. No such resignation shall become effective unless and until a new servicer acceptable to the Purchaser and the Required Lenders is willing to service the Contracts and enters into a servicing agreement with the consent Purchaser in form and substance substantially similar to this Agreement and reasonably satisfactory to the Purchaser and the Required Lenders; provided, however, in the event a replacement servicer is not appointed within 120 days after CenterOne, as successor Servicer, has given the notice required above, the resignation of CenterOne, as successor Servicer, shall become effective. No such resignation shall affect the obligation of the Majority Noteholders or Servicer to repurchase Contracts pursuant to Section 4.07. (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder obligations hereunder; provided that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 7.02. The Servicer, including the Backup Servicer as successor Servicer, may, however, at any time with notice to the Purchaser and the Lenders but without consent, delegate any or all of its duties under this Agreement to any other Person, or delegate to or subcontract with, or authorize Affiliate or appoint any other Person a subservicer or subcontractor to perform all or any portion of its obligations as Servicer hereunder; provided that the Servicer shall be obligated and be liable for the performance of such obligations in accordance with the provisions of this Agreement without diminution of such obligations by virtue of the duties, covenants delegation to such Affiliate or obligations the appointment of such subservicer or subcontractor to be performed by the same extentas if the Servicer hereunder alone were performing such duties. (c) Except as provided in Sections 7.04(a) and any agreement(b), instrument or act purporting to effect any such assignment, transfer, delegation or appointment the duties and obligations of the Servicer under this Agreement shall be void. continue until this Agreement shall have been terminated as provided in Section 9.01. (d) The Servicer agrees to cooperate with any successor resignation of the Servicer in effecting accordance with this Section shall not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSeller hereunder.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer's obligations under this Agreement; provided, however, the Indenture Trustee shall in no event whatsoever assume the Servicer's obligation to repurchase Contracts, nor will the Indenture Trustee purchase Contracts or (ii) a new servicer acceptable to the Insurer assumes the servicing of the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Indenture Trustee and the Majority NoteholdersInsurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency, without regard to the Insurance Policy. No such resignation by the Servicer shall affect the obligation of the Servicer shall become effective until a successor servicer, appointed to repurchase pursuant to the provisions Section 3.06 Contracts which were adversely affected as a result of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities actions while acting as Servicer. (other than those liabilities arising prior to the appointment of such successorb) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Owner Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to the enforcement by the Issuer, the Indenture Trustee, any Noteholder or subcontract with, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Indenture, the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section 6.04 shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this Agreement. In additionSection, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments appointment as custodian may be terminated pursuant to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesSection 2.08.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it as Servicer except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a Board Resolution to such effect accompanied by an Opinion of Counsel reasonably satisfactory to the General Interest Trustee to such effect. No such resignation shall become effective with respect to the General Interest or any Portfolio Interest unless and until a new servicer reasonably acceptable to the General Interest Trustee (ain the case of the General Interest) or the applicable Portfolio Trustee (in the case of a Portfolio Interest) is willing to service the Leases and enters into a servicing agreement with the consent Trust, such agreement to have substantially the same provisions as this Agreement and to be reasonably acceptable to the General Interest Trustee (in the case of the Majority Noteholders General Interest) or the applicable Portfolio Trustee (in the case of a Portfolio Interest). The General Interest Trustee shall not unreasonably withhold its consent to such a servicing agreement. Upon such a resignation, the Servicer shall deliver all such data, operating software (other than software which, by its express terms or the terms of any applicable license agreement, may not be assigned by the Servicer) and appropriate documentation necessary for servicing the Leases and all monies collected by it and required to be deposited, as appropriate, and the Servicer shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the servicing functions hereunder. In the event the successor servicer determines that any software of the Servicer which may not be assigned by the Servicer is necessary or useful for the servicing of any of the Trust Assets, the Servicer agrees to timely perform data processing services for the successor servicer, without cost to the Trust or the successor Servicer, and to otherwise take any actions reasonably requested by the successor Servicer. (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant Subject to clause paragraph (bc) of this Section, the preceding sentence permitting Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, however, that the resignation Servicer may assign this Agreement in -------- ------- connection with a consolidation, merger, conversion or purchase and assumption made in compliance with Section 3.11. (c) The Servicer may, at any time without notice or consent, delegate (i) any or all duties under this Agreement to Navistar Transportation or any Person more than 50% of the voting securities of which are owned, directly or indirectly, by Navistar Transportation, so long as Navistar Financial acts as Servicer, or (ii) specific duties to sub-contractors who are in the business of performing such duties; provided, however, that no such delegation shall relieve -------- ------- the Servicer shall be evidenced by an Independent opinion of counsel its responsibility with respect to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rightsbe reimbursed for the costs and expenses incurred in connection with such delegation, benefits or privileges hereunder and the Servicer shall remain obligated and liable to any other Personthe Trustees, or delegate to or subcontract withthe Collateral Agent, or authorize or appoint any other Person to perform any and the Holders of the duties, covenants or obligations to be performed by General Interests and the Portfolio Interests for servicing and administering the Trust Assets in accordance with this Agreement as if the Servicer hereunder alone were performing such duties. (d) Except as provided in paragraphs (a), (b) and any agreement(c) above, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer duties and obligations of the Servicer's servicing responsibilities Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 4.1 and rights hereunder pursuant to shall survive the first paragraph of this Section 8.04exercise by any Trustee or Collateral Agent, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession on behalf of the Servicer) and all amounts received with respect to Trust, of any right or remedy under this Agreement or the Loans and not otherwise permitted to be retained enforcement by any Trustee or Collateral Agent, on behalf of the Servicer pursuant to this Agreement. In additionTrust, of any provision of the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesTrust Documents.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders or (b) upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder are no longer permissible under applicable law. Any would cause it to be in violation of such determination pursuant to clause (b) of the preceding sentence permitting the resignation of legal requirements in a manner which would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion a resolution of counsel its Board of Directors to such effect delivered accompanied by an Opinion of Counsel, satisfactory to the Issuer, the Insurer and the Indenture Trustee, to such effect. No such resignation shall become effective unless and until (at i) the expense Indenture Trustee assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Issuer, the Indenture Trustee and the Majority NoteholdersInsurer is willing to service the Contracts and enters into a servicing agreement with the Issuer, the Indenture Trustee and the Insurer in form and substance substantially similar to this Agreement and satisfactory to the Issuer, the Indenture Trustee and the Insurer, and each Rating Agency confirms that the selection of such new servicer will not result in the qualification, reduction or withdrawal of its then-current rating of each Class of Notes assigned by such Rating Agency. No such resignation by the Servicer shall affect the obligation of the Servicer shall become effective until a successor servicer, appointed to repurchase Contracts pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities 3.07. (other than those liabilities arising prior to the appointment of such successorb) and obligations under Except as specifically permitted in this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Agreement or transfer any of its rights, benefits powers, duties or privileges hereunder to obligations hereunder; provided that (i) the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 6.02(b). (c) Except as provided in Sections 6.04(a) and (b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 8.01 or the Trust shall have been terminated as provided by the terms of the Trust Agreement, and shall survive the exercise by the Issuer, the Indenture Trustee or the Insurer of any other Personright or remedy under this Agreement, or delegate to the enforcement by the Issuer, the Indenture Trustee or subcontract withany Noteholder, or authorize or appoint the Insurer of any other Person to perform any provision of the dutiesNotes, covenants the Insurance Agreement or obligations to be performed by this Agreement. (d) The resignation of the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment in accordance with this Section shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting not affect the transfer rights of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by Seller hereunder. If the Servicer resigns pursuant to this AgreementSection, its appointment as custodian may be terminated pursuant to Section 2.08. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities.-65- 70

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the by mutual consent of the Servicer, the Seller (if the Seller is not also acting as Servicer), the Indenture Trustee, the Issuer, the Note Insurer and the Majority Noteholders Noteholders, or (b) upon the determination that its the Servicer's duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by the Servicer. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent a written opinion of counsel (who may be an employee of the Servicer) to such effect delivered to the Indenture Trustee, the Issuer, the Note Insurer and the Seller (at if the expense Seller is not also acting as Servicer), which opinion of counsel shall be in form and substance acceptable to the Indenture Trustee, the Issuer and the Note Insurer. No such resignation shall become effective until a successor Servicer has assumed the Servicer's responsibilities and obligations hereunder in accordance with Section 10.02. (b) The Servicer shall not assign this Agreement or any of its obligations, rights and duties hereunder without the prior written consent of the Seller (if the Seller is not also acting as Servicer), the Indenture Trustee, the Issuer, the Note Insurer and the Majority Noteholders; provided, however, the Servicer may assign this Agreement without the prior written consent of the Seller, the Indenture Trustee and the Issuer, but with the prior written consent of the Note Insurer and the Majority Noteholders to (i) the Indenture Trustee or (ii) any Person (A) to whom such assignment is consented to in writing by the Indenture Trustee, the Issuer, the Seller and the Note Insurer, (B) that services not less than $25,000,000 in aggregate outstanding principal amount of loans similar in type to the Home Loans, (C) that has a net worth of not less than $2,500,000, (D) that has a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 4.03 and (E) that will not cause any rating of the Notes in effect immediately prior to such assignment to be qualified, downgraded or withdrawn, as evidenced by a letter from each Rating Agency to such effect. Any such assignment to a successor Servicer (other than the Indenture Trustee) shall be effective only upon delivery to the Indenture Trustee, the Issuer, the Seller and the Note Insurer of an agreement, duly executed by the Servicer and such successor servicer in a form reasonably satisfactory to the Indenture Trustee and the Majority Noteholders. No resignation Issuer, in which such successor servicer shall assume the due and punctual performance of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) each covenant and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations condition to be performed or observed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitieshereunder.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the consent of the Majority Noteholders Grantor Trustee and Indenture Trustee or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Grantor Trustee and the Majority NoteholdersIndenture Trustee. No resignation of the Servicer shall become effective until the Grantor Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 10.02 hereof and satisfying the requirements of Section 4.08 hereof with respect to the qualifications of a successor Servicer, shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.049.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Home Loan Files in the possession of the Servicer) and all amounts received with respect to the Home Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Home Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilities, including, without limitation, assisting in obtaining any necessary approval under Title I from the FHA.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the by mutual consent of the Servicer, the Depositor, the Trustee, the Certificate Insurer and the Majority Noteholders Certificateholders, or (b) upon the determination that its the Servicer's duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by the Servicer. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent a written opinion of counsel to such effect delivered (at the expense who may be an employee of the Servicer) to such effect delivered to the Indenture Trustee, the Certificate Insurer and the Depositor, which opinion of counsel shall be in form and substance acceptable to the Trustee and the Majority NoteholdersCertificate Insurer. No such resignation of the Servicer shall become effective until the Standby Servicer or a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have servicer has assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) responsibilities and obligations under this Agreement. Except as expressly provided herein, the hereunder in accordance with SECTION 10.02. (b) The Servicer shall not assign this Agreement or transfer any of its rightsobligations, benefits or privileges rights and duties hereunder to any other Personwithout the prior written consent the Depositor, or delegate to or subcontract withthe Trustee, or authorize or appoint any other Person to perform any the Certificate Insurer and the Majority Certificateholders; provided, however, the Servicer may assign this Agreement without the prior written consent of the dutiesDepositor, covenants the Trustee, the Certificate Insurer and the Majority Certificateholders to (i) the Standby Servicer or obligations (ii) any Person that (A) is satisfactory to the Trustee, the Certificate Insurer and the Majority Certificateholders, (B) services not less than $25,000,000 in aggregate outstanding principal amount of FHA Title I property improvement or manufactured home loans, (C) has a net worth of not less than $2,500,000, (D) has a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 5.06 and (E) will not cause any rating of the Class A Certificates in effect immediately prior to such assignment to be qualified, downgraded or withdrawn, as evidenced by a letter from each Rating Agency to such effect. Any such assignment to a successor servicer (other than the Standby Servicer) shall be effective only upon delivery to the Trustee and the Certificate Insurer of an Agreement, duly executed by the Servicer and such successor servicer in a form reasonably satisfactory to the Trustee, in which such successor servicer shall assume the due and punctual performance of each covenant and condition to be performed or observed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitieshereunder.

Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with the by mutual consent of the Servicer, the Seller, the Indenture Trustee, the Issuer and the Majority Noteholders Securityholders, or (b) upon the determination that its the Servicer's duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by the Servicer. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent a written opinion of counsel (who may be an employee of the Servicer) to such effect delivered (at to the expense Indenture Trustee, the Issuer and the Seller, which opinion of the Servicer) counsel shall be in form and substance acceptable to the Indenture Trustee and the Majority NoteholdersIssuer. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have servicer has assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) responsibilities and obligations under this Agreement. Except as expressly provided herein, the hereunder in accordance with Section 10.02. (b) The Servicer shall not assign this Agreement or transfer any of its rightsobligations, benefits rights and duties hereunder without the prior written consent of the Seller, the Indenture Trustee, the Issuer and the Majority Securityholders; provided, however, the Servicer may assign this Agreement (i) without the prior written consent of the Seller, the Indenture Trustee and the Issuer, but with the prior written consent of the Majority Securityholders to the Indenture Trustee or privileges hereunder (ii) without the prior written consent of the Seller, but with the prior written consent of the Indenture Trustee, the Issuer and the Majority Securityholders, to any other PersonPerson that (A) services not less than $25,000,000 in aggregate outstanding principal amount of loans similar in type to the Home Loans, or delegate to or subcontract with(B) has a net worth of not less than $2,500,000, or authorize or appoint (C) has a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 4.03 and (D) will not cause any other Person to perform rating of any Class of the dutiesSecurities in effect immediately prior to such assignment to be qualified, covenants downgraded or obligations withdrawn, as evidenced by a letter from each Rating Agency to such effect. Any such assignment to a successor servicer (other than the Indenture Trustee) shall be effective only upon delivery to the Indenture Trustee and the Issuer of an agreement, duly executed by the Servicer and such successor servicer in a form reasonably satisfactory to the Indenture Trustee and the Issuer, in which such successor servicer shall assume the due and punctual performance of each covenant and condition to be performed or observed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitieshereunder.

Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) with If the consent Servicer resigns in the circumstances contemplated by Section 2.10(a) of the Majority Noteholders Servicing Agreement, in addition to the requirements set forth therein, the Opinion of Counsel required thereby also shall be reasonably satisfactory to the Indenture Trustee. Any servicing agreement entered into by a new servicer pursuant to that Section 2.10 (a) also must contain substantially the same provisions as this Supplement. The Indenture Trustee shall not unreasonably fail to consent to a servicing agreement with a new servicer that proposes to enter into a servicing agreement that meets the standards required by Section 2.10 of the Servicing Agreement and this Supplement. No such resignation shall affect the obligation of the Servicer to remit moneys to the 1997-B SUBI Collection Account (in lieu of unrecoverable insurance proceeds) as set forth in Section 2.11 of the Servicing Agreement and Section 9.11 hereof, or the obligations of the Servicer pursuant to Section 8.03(c) hereof, Section 2.07(g) of the Servicing Agreement or Section 9.07 hereof, Section 9.02(a) hereof (as to any 1997-B Lease the Maturity Date of which has been extended beyond the specified limit by the Servicer), Section 9.05(a) hereof, or Section 9.09 hereof; no successor Servicer shall be required to undertake any of the foregoing, other than the obligation set forth in Section 9.05(a) (which shall remain a joint and several obligation of the initial Servicer and any successor Servicer). The Origination Trustee shall give prompt notice to each Rating Agency of any such resignation of the Servicer, and the Origination Trustee and Indenture Trustee must obtain from each Rating Agency a letter approving each substitute servicer. (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the The Servicer shall be evidenced by an Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall may not assign this Supplement or transfer any of its rights, benefits powers, duties or privileges obligations hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any except in connection with an assignment of the dutiesServicing Agreement as permitted thereby. (c) Except as provided in paragraphs (a) and (b) above, covenants the duties and obligations of the Servicer under this Supplement shall continue until they shall have been terminated as provided in Section 12.01 hereof or obligations to be performed in the Servicing Agreement and shall survive the exercise by the Servicer hereunder and any agreementOrigination Trustee, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer on behalf of the Servicer's servicing responsibilities and rights hereunder pursuant to Origination Trust, of any right or remedy under this Supplement or the first paragraph of this Section 8.04Servicing Agreement or the enforcement by the Origination Trustee, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession on behalf of the Servicer) and all amounts received with respect to Origination Trust, of any provision of the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitiesOrigination Trust Documents.

Servicer Not to Resign; Assignment. (a) The Servicer shall ---------------------------------- not resign from the obligations and duties hereby imposed on it except (a) with the by mutual consent of the Servicer, the Seller, the Indenture Trustee, the Issuer and the Majority Noteholders Securityholders, or (b) upon the determination that its the Servicer's duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by the Servicer. Any such determination pursuant to clause (b) of the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Independent a written opinion of counsel (who may be an employee of the Servicer) to such effect delivered (at to the expense Indenture Trustee, the Issuer and the Seller, which opinion of the Servicer) counsel shall be in form and substance acceptable to the Indenture Trustee and the Majority NoteholdersIssuer. No such resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof shall have servicer has assumed the Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) responsibilities and obligations under this Agreement. Except as expressly provided herein, the hereunder in accordance with Section 10.02. (b) The Servicer shall not assign this Agreement or transfer any of its rightsobligations, benefits rights and duties hereunder without the prior written consent of the Seller, the Indenture Trustee, the Issuer and the Majority Securityholders; provided, however, the Servicer may assign this Agreement (i) without the prior written consent of the Seller, the Indenture Trustee and the Issuer, but with the prior written consent of the Majority Securityholders to the Indenture Trustee or privileges hereunder (ii) without the prior written consent of the Seller, but with the prior written consent of the Indenture Trustee, the Issuer and the Majority Securityholders, to any other PersonPerson that (A) services not less than $25,000,000 in aggregate outstanding principal amount of loans similar in type to the Home Loans, or delegate to or subcontract with(B) has a net worth of not less than $2,500,000, or authorize or appoint (C) has a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 4.03 and (D) will not cause any other Person to perform rating of any Class of the dutiesSecurities in effect immediately prior to such assignment to be qualified, covenants downgraded or obligations withdrawn, as evidenced by a letter from each Rating Agency to such effect. Any such assignment to a successor servicer (other than the Indenture Trustee) shall be effective only upon delivery to the Indenture Trustee and the Issuer of an agreement, duly executed by the Servicer and such successor servicer in a form reasonably satisfactory to the Indenture Trustee and the Issuer, in which such successor servicer shall assume the due and punctual performance of each covenant and condition to be performed or observed by the Servicer hereunder and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the Servicer's servicing responsibilities and rights hereunder pursuant to the first paragraph of this Section 8.04, including, without limitation, the transfer to such successor of all relevant records and documents (including any Loan Files in the possession of the Servicer) and all amounts received with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute and deliver any and all documents and instruments to the successor Servicer including all Loan Files in its possession and do or accomplish all other acts necessary or appropriate to effect such termination and transfer of servicing responsibilitieshereunder.