Common use of After Servicer Clause in Contracts

After Servicer. s receipt of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by Trustee and shall have accepted the appointment pursuant to subsection (a), all authority and power of Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a "Service Transfer"); and, without limitation, Trustee is hereby authorized and empowered to execute and deliver, on behalf of Servicer, as attorney-in-fact or otherwise, all documents and instruments, and to do and accomplish all other acts or things that Trustee reasonably determines are necessary or appropriate to effect the purposes of the Service Transfer. Upon the appointment of the Successor Servicer and its acceptance thereof, Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that Trustee indicates will facilitate the transition of the performance of such activities to the Successor Servicer. Servicer agrees that it shall use best efforts to assist the Successor Servicer in assuming the obligations to service and administer the Receivables and the Related Transferred Assets, on the terms and subject to the conditions set forth herein, and to effect the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of Servicer to service the Receivables and Related Transferred Assets provided for under this Agreement and all authority over all cash amounts that shall thereafter be received with respect to the Receivables or the Related Transferred Assets. Servicer shall, within five Business Days after the designation of a Successor Servicer, transfer its electronic records (and any related software and software licenses, appropriately assigned and prepaid) relating to the Receivables, the related Contracts and the Related Transferred Assets to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables and the Related Transferred Assets in the manner and at such times as the Successor Servicer shall request. To the extent that compliance with this Section shall require ICP or any Servicer to disclose to the Successor Servicer information of any kind that ICP deems to be confidential, prior to the transfer contemplated by the preceding sentence the Successor Servicer shall be required to enter into a reasonable confidentiality agreement which shall permit it to carry out its duties in the best interests of the Investor Certificateholders. All reasonable costs and expenses (including attorneys' fees and disbursements) incurred in connection with transferring the Receivables, the Related Transferred Assets and all related Records (including the related Contracts) to the Successor Servicer and amending this Agreement and the other Transaction Documents to reflect such succession as Servicer pursuant to this Section (including a one time up front payment payable on the first Distribution Date following the appointment of such Successor Servicer as negotiated between the Trustee and the Successor Servicer as reasonable compensation for assuming the responsibilities of the Successor Servicer in an amount not to exceed $150,000) shall be paid by the predecessor Servicer (or, if Trustee serves as Successor Servicer on an interim basis, the preceding Servicer) within 15 days after presentation of reasonable documentation of the costs and expenses; provided that if the predecessor Servicer or preceding Servicer, as the case may be, fails to make such payment within such time, Transferor shall make such payment within five days thereafter.

After Servicer. s receipt of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by Transferor (acting upon the instruction of the Trustee or the Required Series Holders for each outstanding Series) and shall have accepted the appointment pursuant to subsection (a), all authority and power of Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a "Service Transfer"); and, without limitation, Trustee is hereby authorized and empowered to execute and deliver, on behalf of Servicer, as attorney-in-fact or otherwise, all documents and instruments, and to do and accomplish all other acts or things that Trustee reasonably determines are necessary or appropriate to effect the purposes of the Service Transfer. Upon the appointment of the Successor Servicer and its acceptance thereof, Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that Trustee indicates will facilitate the transition of the performance of such activities to the Successor Servicer. Servicer agrees that it shall use best reasonable efforts to assist the Successor Servicer in assuming the obligations to service and administer the Receivables and the Related Transferred Assets, on the terms and subject to the conditions set forth herein, and to effect the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of Servicer to service the Receivables and Related Transferred Assets provided for under this Agreement and all authority over all cash amounts that shall thereafter be received with respect to the Receivables or the Related Transferred Assets. Servicer shall, within five Business Days after the designation of a Successor Servicer, transfer its electronic records (and any related software and software licenses, appropriately assigned and prepaid) relating to the Receivables, the related Contracts and the Related Transferred Assets to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables and the Related Transferred Assets in the manner and at such times as the Successor Servicer shall request. To the extent that compliance with this Section shall require ICP or any Servicer to disclose to the Successor Servicer information of any kind that ICP Servicer reasonably deems to be confidential, prior to the transfer contemplated by the preceding sentence the Successor Servicer shall be required to enter into a reasonable such licensing and confidentiality agreement which agreements as Servicer shall permit it reasonably deem necessary to carry out protect its duties in the best interests of the Investor Certificateholdersinterest. All reasonable costs and expenses (including attorneys' fees and disbursements) incurred in connection with transferring the Receivables, the Related Transferred Assets and all related Records (including the related Contracts) to the Successor Servicer and amending this Agreement and the other Transaction Documents to reflect such the succession as Servicer pursuant to this Section (including a one time up front payment payable on the first Distribution Date following the appointment of such Successor Servicer as negotiated between the Trustee and the Successor Servicer as reasonable compensation for assuming the responsibilities of the Successor Servicer in an amount not to exceed $150,000) shall be paid by the predecessor Servicer (or, if Trustee serves as Successor Servicer on an interim basis, the preceding initial Servicer) within 15 days after presentation of reasonable documentation of the costs and expenses; provided that if the predecessor Servicer or preceding Servicer, as the case may be, fails to make such payment within such time, Transferor shall make such payment within five days thereafter.

After Servicer. s receipt of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by Trustee and shall have accepted the appointment pursuant to subsection (a), all authority and power of Servicer -------------- under this Agreement shall pass to and be vested in the Successor Servicer (a "Service Transfer"); and, without limitation, Trustee is hereby authorized and empowered to execute and deliver, on behalf of Servicer, as attorney-in-fact or otherwise, all documents and instruments, and to do and accomplish all other acts or things that Trustee reasonably determines are necessary or appropriate to effect the purposes of the Service Transfer. Upon the appointment of the Successor Servicer and its acceptance thereof, Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that Trustee indicates will facilitate the transition of the performance of such activities to the Successor Servicer. Servicer agrees that it shall use best efforts to assist the Successor Servicer in assuming the obligations to service and administer the Receivables and the Related Transferred Assets, on the terms and subject to the conditions set forth herein, and to effect the termination of the responsibilities and rights of Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of Servicer to service the Receivables and Related Transferred Assets provided for under this Agreement and all authority over all cash amounts that shall thereafter be received with respect to the Receivables or the Related Transferred Assets. Servicer shall, within five Business Days after the designation of a Successor Servicer, transfer its electronic records (and any related software and software licenses, appropriately assigned and prepaid) relating to the Receivables, the related Contracts Obligor Loan Agreements and the Related Transferred Assets to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request have maintained the same and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables and the Related Transferred Assets in the manner and at such times as the Successor Servicer shall request. To the extent that compliance with this Section shall require ICP or any Servicer to disclose to the Successor Servicer information of any kind that ICP such Servicer deems to be confidential, prior to the transfer contemplated by the preceding sentence the Successor Servicer shall be required to enter into a reasonable confidentiality agreement which shall permit it to carry out its duties in the best interests of the Investor Certificateholders. All The termination of the Servicer having occurred as a consequence of a Servicer Default, all reasonable costs and expenses (including attorneys' fees and disbursements) incurred in connection with transferring the Receivables, the Related Transferred Assets and all related Records (including the related Contracts) to the Successor Servicer and amending this Agreement and the other Transaction Documents to reflect such succession as Servicer pursuant to this Section (including a one time up front payment payable on the first Distribution Date following the appointment of such Successor Servicer as negotiated between the Trustee and the Successor Servicer as reasonable compensation for assuming the responsibilities of the Successor Servicer in an amount not to exceed $150,000) shall be paid by the predecessor Servicer (or, if Trustee serves as Successor Servicer on an interim basis, the preceding Servicer) within 15 days after presentation of reasonable documentation of the costs and expenses; provided that if the predecessor Servicer or preceding Servicer, as the case may be, fails to make such payment within such time, Transferor shall make such payment within five days thereafter. The predecessor or Servicer shall be entitled to any accrued fees.