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. 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 '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 8.049.04, 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 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 '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 8.04SECTION 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. 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 '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 8.049.04, 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 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 '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 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 '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 '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 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 '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 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 '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 8.0414.04, 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 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 '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 8.049.04, 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 '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'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 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 '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 '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 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 '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 '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, 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 '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 '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. 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 '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 8.047.04, 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 '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 '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) 's responsibilities and obligations under this Agreementhereunder in accordance with Section 10.02. Except as expressly provided herein, the (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 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 '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 8.049.04, 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 as Servicer 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 as Servicer under applicable law. Any this Agreement 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 that would result in a material adverse effect on the Servicer shall or its financial condition, said determination to be evidenced by an Independent opinion of counsel a Board Resolution to such effect delivered (at the expense accompanied by an Opinion of the Servicer) Counsel reasonably satisfactory to the Indenture General Interest Trustee and the Majority Noteholdersto such effect. No such resignation of the Servicer shall become effective with respect to the General Interest or any Portfolio Interest unless and until a successor servicer, appointed pursuant new servicer reasonably acceptable to the General Interest Trustee (in 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 Trust, such agreement to have substantially the same provisions of Section 9.02 hereof shall have assumed the Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior as this Agreement and to be reasonably acceptable to the appointment General Interest Trustee (in the case of the 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 successor) and obligations under this Agreementa servicing agreement. Except as expressly provided hereinUpon such a resignation, the Servicer shall not assign deliver all such data, operating software (other than software which, by its express terms or transfer the terms of 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 applicable license agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall may not 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 assigned by the Servicer) and appropriate documentation necessary for servicing the Leases and all amounts received with respect to the Loans monies collected by it and not otherwise permitted required to be retained 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 pursuant to this Agreement. In additionis 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, at its sole cost and expense, shall prepare, execute and deliver to otherwise take any and all documents and instruments to actions reasonably requested by 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 responsibilitiesServicer.