Common use of Consequences of a Servicer Default Clause in Contracts

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur has occurred and be is continuing, either the ACOLT Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement, but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Lease Assets or otherwise, shall pass to and be vested in the ACOLT Indenture Trustee pursuant to and under this Section 7.026.02. The ACOLT Indenture Trustee is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the ACOLT Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the ACOLT Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer Servicer, in the Collection Account, or the Note Distribution Account ACOLT Accounts or thereafter received with respect to the Receivables Lease Assets and all Payments Ahead that shall at that time be held by the ServicerServicer or deposited in the Payment Ahead Servicing Account. (b) The termination of the Servicer under Section 6.02(a) shall also result in the termination of (i) the Custodian under this Agreement in respect of Lease Assets and (ii) the Administrator under the Administration Agreement.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 7.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence holders of Securities evidencing not less than a majority of the Outstanding Amount of the Controlling Class as may, in addition to other rights and remedies available in a court of the close of the preceding Distribution Date (orlaw or equity to damages, if the Notes have been paid in full injunctive relief and the Indenture has been discharged in accordance with its termsspecific performance, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder and under all sub-servicing agreements whereupon the Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under this AgreementAgreement and will be entitled to similar compensation arrangements. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the NotesReceivables, the Certificates or the Receivables Receivable Files or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. Upon the receipt of such notice, the Servicer’s appointment as custodian shall be terminated and, upon instruction from the Indenture Trustee, the Servicer shall release all Receivable Files to the Indenture Trustee, or its respective agent or assignee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an officer of the Indenture Trustee. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee or any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Reserve Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class Notes as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including including, without limitation, the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account, the Certificate Distribution Account or the Payment Ahead Servicing Account or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 7.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class Notes as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Securityholders) may, in addition to other rights and remedies available in a court of law or the Certificateholders) may equity to damages, injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Securities or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.028.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner either Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, the Note Distribution Account or the Note Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 8.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either so long as such Servicer Default has not been cured or waived pursuant to Section 9.05, the Indenture Trustee or shall, upon the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount direction of the Controlling Class as of the close of the preceding Distribution Date (orParty, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may Note Insurer terminate all (but not less than all) of the rights and obligations of the Servicer, as Servicer under this AgreementAgreement and the other Transaction Documents, and in and to the Receivables and proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Receivables, the Receivables Transaction Documents or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer pursuant to and under this Section 7.02. The Indenture Trustee is or such Successor Servicer as may be appointed under Section 9.03; and, without limitation, the Backup Servicer or such Successor Servicer shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Trustee and Backup Servicer or the Owner Trustee Successor Servicer, as applicable, in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the Indenture Trustee Backup Servicer or the Owner Trustee Successor Servicer, as applicable, for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositdeposit with respect to the Receivables, or that shall have been deposited by the predecessor Servicer in the Collection Account, or the Note Distribution Account or thereafter received Accounts with respect to the Receivables that shall at that time be held or thereafter received by the predecessor Servicer with respect to the Receivables. All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with transferring the Receivable Files to the Backup Servicer or the Successor Servicer, as applicable, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid first, pursuant to Section 4.04(b)(ii), -71- 79 and second, by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses; provided, however, that the amount of such costs and expenses shall not exceed $75,000 (the amount of such costs and expenses are referred to herein as the "Transition Fees"). (b) In addition to the remedial provisions set forth in clause (a) above, and not by way of limitation of any remedies to which any of the Trustee, the Note Insurer or the Noteholders are entitled upon the occurrence of a Servicer Default, the Issuer and the Servicer acknowledge and agree that, so long as a Servicer Default shall occur and be continuing, and such Servicer Default has not been cured or waived pursuant to Section 9.05, the Trustee shall, upon the direction of the Controlling Party by notice then given in writing to the Servicer and the Note Insurer, direct the Servicer (or Backup Servicer or Successor Servicer as the case may be) to (x) deposit all checks and other items of collections received in respect of Receivables directly into an Account immediately upon receipt, and/or (y) instruct each Obligor to remit all collections in respect of receivables directly to an Account designated for such purpose.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either so long as such Servicer Default has not been cured or waived pursuant to Section 9.05, the Indenture Trustee or shall, upon the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount direction of the Controlling Class as of the close of the preceding Distribution Date (orParty, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may Note Insurer terminate all (but not less than all) of the rights and obligations of the Servicer, as Servicer under this AgreementAgreement and the other Transaction Documents, and in and to the Receivables and proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Receivables, the Receivables Transaction Documents or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer pursuant to and under this Section 7.02. The Indenture Trustee is or such Successor Servicer as may be appointed under Section 9.03; and, without limitation, the Backup Servicer or such Successor Servicer shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Trustee and Backup Servicer or the Owner Trustee Successor Servicer, as applicable, in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the Indenture Trustee Backup Servicer or the Owner Trustee Successor Servicer, as applicable, for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositdeposit with respect to the Receivables, or that shall have been deposited by the predecessor Servicer in the Collection Account, or the Note Distribution Account or thereafter received Accounts with respect to the Receivables or thereafter received by the predecessor Servicer with respect to the Receivables. All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with transferring the Receivable Files to the Backup Servicer or the Successor Servicer, as applicable, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid first, pursuant to Section 4.04(b)(ii), and second, by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses; provided, however, that the amount of such costs and expenses shall at that time not exceed $75,000 (the amount of such costs and expenses are referred to herein as the "Transition Fees"). (b) In addition to the remedial provisions set forth in clause (a) above, and not by way of limitation of any remedies to which any of the Trustee, the Note Insurer or the Noteholders are entitled upon the occurrence of a Servicer Default, the Issuer and the Servicer acknowledge and agree that, so long as a Servicer Default shall occur and be held continuing, and such Servicer Default has not been cured or waived pursuant to Section 9.05, the Trustee shall, upon the direction of the Controlling Party, by notice then given in writing to the Servicer and the Note Insurer, direct the Servicer (or Backup Servicer or Successor Servicer as the case may be) to (x) deposit all checks and other items of collections received in respect of Receivables directly into an Account immediately upon receipt, and/or (y) instruct each Obligor to remit all collections in respect of receivables directly to an Account designated for such purpose. (c) Promptly upon the occurrence of an Event of Default or Servicer Default, the Servicer shall deliver all material, data, back-up files, software, licenses, and all other information relating to the Receivables, in its control, which may be necessary or convenient for the collection of the Receivables by a party other than Midland Credit Management, Inc. to the Back-up Servicer, the Successor Servicer or the Note Insurer, as the Controlling Party may direct in writing to the Servicer.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur has occurred and be is continuing, either the COLT Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this AgreementAgreement but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Series 20 -SN Lease Assets or otherwise, shall pass to and be vested in the COLT Indenture Trustee pursuant to and under this Section 7.025.02. The COLT Indenture Trustee is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series 20 -SN Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the COLT Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the COLT Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer Servicer, in the Collection Account, or the Note Distribution Account COLT 20 -SN Accounts or thereafter received with respect to the Receivables Series 20 -SN Lease Assets and all Payments Ahead that shall at that time be held by the ServicerServicer or deposited in the Payment Ahead Servicing Account. (b) The termination of the Servicer under clause (a) above shall also result in the termination of the Custodian under the Custodian Agreement.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or [the Payment Ahead Servicing Account or] thereafter received with respect to the Receivables [and all Payments Ahead] that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur has occurred and be is continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority holders of at least two-thirds of the Outstanding Amount then outstanding principal amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the COLT 200_-__ Secured Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this AgreementAgreement but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination; provided, however, that upon the occurrence of any Servicer Default set forth in Section 5.01(c) or (d), such termination of the Servicer's rights and obligations shall be immediate and no notice will be required. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Series 200_-__ Lease Assets or otherwise, shall pass to and be vested in the COLT Indenture Trustee pursuant to and under this Section 7.025.02. The COLT Indenture Trustee is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series 200_-__ Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the COLT Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including including, without limitation, the transfer to the COLT Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer Servicer, in the Collection Account, or the Note Distribution Account COLT 200_-__ Accounts or thereafter received with respect to the Receivables Series 200_-__ Lease Assets and all Payments Ahead that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class Voting Notes as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders Holders of Certificates evidencing not less than a majority of the ownership interest in the Trust as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Securityholders) may, in addition to other rights and remedies available in a court of law or the Certificateholders) may equity to damages, injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement, including the termination of all sub-servicing agreements, without cost. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Securities or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.028.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner either Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, the Reserve Account, the Note Distribution Account or the Note Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 8.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur has occurred and be is continuing, either the COLT Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this AgreementAgreement but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Series 2007-SN1 Lease Assets or otherwise, shall pass to and be vested in the COLT Indenture Trustee pursuant to and under this Section 7.025.02. The COLT Indenture Trustee is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series 2007-SN1 Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the COLT Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the COLT Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer Servicer, in the Collection Account, or the Note Distribution Account COLT 2007-SN1 Accounts or thereafter received with respect to the Receivables Series 2007-SN1 Lease Assets and all Payments Ahead that shall at that time be held by the ServicerServicer or deposited in the Payment Ahead Servicing Account. (b) The termination of the Servicer under Section 5.02(a) above shall also result in the termination of the Custodian under the Custodian Agreement.

Consequences of a Servicer Default. If a Servicer Default ---------------------------------- shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class Voting Notes as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders Holders of Certificates evidencing not less than a majority of the ownership interest in the Trust as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Securityholders) may, in addition to other rights and remedies available in a court of law or the Certificateholders) may equity to damages, injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Securities or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.028.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner either Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, the Negative Carry Account, the Pre-Funding Account, the Reserve Account, the Note Distribution Account or the Note Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 8.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence holders of Securities evidencing not less than a majority of the Outstanding Amount of the Controlling Class as may, in addition to other rights and remedies available in a court of the close of the preceding Distribution Date (orlaw or equity to damages, if the Notes have been paid in full injunctive relief and the Indenture has been discharged in accordance with its termsspecific performance, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder and under all sub-servicing agreements whereupon (except as otherwise provided in Section 7.03) (x) the Servicer, (y) the Backup Servicer, as successor Servicer, or (y) if there is no longer a Backup Servicer, the Indenture Trustee, will succeed to all the responsibilities, duties and liabilities of the Servicer under this AgreementAgreement and will be entitled to similar compensation arrangements. On or after the receipt by the Servicer and the Backup Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the NotesReceivables, the Certificates or the Receivables Receivable Files or otherwise, shall pass to and be vested in the Backup Servicer or, if there is no longer a Backup Servicer, the Indenture Trustee Trustee, as applicable, pursuant to and under this Section 7.02. Subject to Section 7.03 and upon the effective date specified in such notice, the Servicer’s appointment as custodian shall be terminated and, upon instruction from the Indenture Trustee, the Servicer shall release all Receivable Files to the Backup Servicer or, if there is no longer a Backup Servicer, the Indenture Trustee or its respective agent or assignee, as the case may be, at such place or places as the Backup Servicer or the Indenture Trustee, as applicable, may designate, as soon as practicable. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an officer of the Indenture Trustee. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee or any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Reserve Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held by the Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with such transfer, including the costs of transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect its succession as Servicer, shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Consequences of a Servicer Default. If a Servicer Default shall occur has occurred and be is continuing, the Insurer (or, if an Insurer Default has occurred and is continuing, either the Indenture Trustee or (to the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture extent it has been discharged in accordance with its terms, by the Owner Trustee knowledge thereof) or the Majority Certificateholders as of the close of the preceding Distribution Date) Noteholders), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Insurer or the CertificateholdersNoteholders) may terminate all of the rights and obligations of the Servicer under this Agreement; provided that if no Insurer Default has occurred and is continuing, neither the Indenture Trustee nor the Majority Noteholders may deliver such notice, and termination will be in the Insurer's sole and absolute discretion. On or after the receipt by the Servicer of such written noticenotice or upon termination of the term of the Servicer, all authority authority, power, obligations and power responsibilities of the Servicer under this Agreement, whether with respect to the Class A Notes, the Certificates or Certificates, the Receivables or the Other Conveyed Property or otherwise, shall automatically will pass to and to, be vested in and become obligations and responsibilities of the Indenture Trustee pursuant or such successor Servicer as may be appointed under Section 9.3; provided, however, that the successor Servicer will have no liability with respect to and under this Section 7.02any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The Indenture Trustee successor Servicer is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documentsdocuments to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee successor Servicer for administration by it of all cash amounts that shall will at the time be held by the terminated Servicer for deposit, or that shall have been deposited by the Servicer terminated Servicer, in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer will grant the Indenture Trustee, the successor Servicer and the Controlling Party reasonable access to the terminated Servicer's premises at that time be held by the terminated Servicer's expense.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or the Payment Ahead Servicing Account or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 7.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. If a Servicer Default ---------------------------------- shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence holders of Securities evidencing not less than a majority of the Outstanding Amount of the Controlling Class as may, in addition to other rights and remedies available in a court of the close of the preceding Distribution Date (orlaw or equity to damages, if the Notes have been paid in full injunctive relief and the Indenture has been discharged in accordance with its termsspecific performance, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder, under the Titling Trust Servicing Agreement, and under all sub-servicing agreements whereupon the Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under this AgreementAgreement and the Titling Trust Servicing Agreement and will be entitled to similar compensation arrangements. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Titling Trust Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. Upon ------------ the receipt of such notice, the Servicer's appointment as custodian shall be terminated and, upon instruction from the Indenture Trustee, the Servicer shall release any Receivable File to the Indenture Trustee, or its respective agent or assignee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an officer of the Indenture Trustee. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to cooperate with either Trustee or the Indenture Trustee and the Owner Trustee successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Titling Trust Servicing Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Negative Carry Account, the Pre-Funding Account, the Reserve Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or [the Payment Ahead Servicing Account or] thereafter received with respect to the Receivables [and all Payments Ahead] that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 7.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. If a Servicer Default shall occur has occurred and be is continuing, either the COLT Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this AgreementAgreement but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Series 2005-SN1 Lease Assets or otherwise, shall pass to and be vested in the COLT Indenture Trustee pursuant to and under this Section 7.025.02. The COLT Indenture Trustee is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series 2005-SN1 Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the COLT Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the COLT Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer Servicer, in the Collection Account, or the Note Distribution Account COLT 2005-SN1 Accounts or thereafter received with respect to the Receivables Series 2005-SN1 Lease Assets and all Payments Ahead that shall at that time be held by the ServicerServicer or deposited in the Payment Ahead Servicing Account.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence continuing (and has not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid waived in full and the Indenture has been discharged in accordance with its terms, writing by the Owner Trustee or Control Party), the Majority Certificateholders as of the close of the preceding Distribution Date) Control Party by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Noteholders) may, in addition to other rights and remedies available in a court of law or equity to damages, injunctive relief and specific performance, elect to waive such Servicer Default or direct the Certificateholders) may Indenture Trustee to terminate all of the rights and obligations of the Servicer as Servicer under this AgreementAgreement (provided that a termination shall occur without notice upon a Servicer Default under Section 9.01(c) or (d)). On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the NotesSecurities, the Certificates Loans or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee and any successor Servicer pursuant to and under this Section 7.029.03. The Indenture Trustee and any successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Loans and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Lockbox Accounts, the Collection AccountAccounts, or the Note Distribution Reserve Account or thereafter received with respect to the Loans and the Receivables that shall at that time be held by the Servicer, and will provide the Indenture Trustee and any successor Servicer reasonable access to the servicing systems and records with respect to the Loans and the Receivables. In addition to any other amounts that are then payable to the predecessor Servicer under this Agreement, the predecessor Servicer shall be entitled to receive from the successor Servicer the portions of any Servicer Advance Reimbursement Amount which relates to any Servicer Advance made by the terminated Servicer. To assist the successor Servicer in enforcing all rights under the Loans and the Receivables, the predecessor Servicer, at its own expense, shall transfer its electronic records relating to such Loans and Receivables to the successor Servicer in such electronic form as is then-maintained by the predecessor Servicer in the ordinary course of its business and shall transfer the related Loan Files and all other records, correspondence and documents relating to the Loans and Receivables that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. (b) Following the occurrence of a Servicer Default, but without limiting the rights of the Indenture Trustee or the Control Party under any other provisions of the Basic Documents, the Control Party may direct the Indenture Trustee to conduct a review of the Servicer's cash application procedures with respect to Collections on the Loans and Receivables, including, without limitation, transfers from the Lockbox Accounts to the Collection Accounts, and the Indenture Trustee hereby agrees to conduct such review, or cause a third party to conduct such review, at the expense of the Servicer, on such basis as the Control Party shall reasonably determine.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur has occurred and be is continuing, either the ABLT Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement, but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Lease Assets or otherwise, shall pass to and be vested in the ABLT Indenture Trustee pursuant to and under this Section 7.026.02. The ABLT Indenture Trustee is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the ABLT Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the ABLT Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer Servicer, in the Collection Account, or the Note Distribution Account ABLT Accounts or thereafter received with respect to the Receivables Lease Assets and all Payments Ahead that shall at that time be held by the ServicerServicer or deposited in the Payment Ahead Servicing Account. (b) The termination of the Servicer under Section 6.02(a) shall also result in the termination of (i) the Custodian under this Agreement in respect of Lease Assets and (ii) the Administrator under the Administration Agreement.

Consequences of a Servicer Default. If a Servicer ---------------------------------- Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Financial Parties) may, in addition to other rights and remedies available in a court of law or the Certificateholders) may equity to damages, injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement, including the termination of all sub-servicing agreements, without cost. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Securities or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.028.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner either Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, the Negative Carry Account, the Pre-Funding Account, the Reserve Account, the Note Distribution Account or the Note Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 8.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. If a Servicer Default shall occur has occurred and be is continuing, either the COLT Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this AgreementAgreement but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Series 200_-_ Lease Assets or otherwise, shall pass to and be vested in the COLT Indenture Trustee pursuant to and under this Section 7.025.02. The COLT Indenture Trustee is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series 200_-_ Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the COLT Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the COLT Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer Servicer, in the Collection Account, or the Note Distribution Account COLT 200_-_ Accounts or thereafter received with respect to the Receivables Series 200_-_ Lease Assets and all Payments Ahead that shall at that time be held by the ServicerServicer or deposited in the Payment Ahead Servicing Account.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or [the Payment Ahead Servicing Account or] thereafter received with respect to the Receivables [and all Payments Ahead] that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence holders of Securities evidencing not less than a majority of the Outstanding Amount of the Controlling Class as may, in addition to other rights and remedies available in a court of the close of the preceding Distribution Date (orlaw or equity to damages, if the Notes have been paid in full injunctive relief and the Indenture has been discharged in accordance with its termsspecific performance, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder, under the Titling Trust Servicing Agreement, and under all sub-servicing agreements whereupon the Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under this AgreementAgreement and the Titling Trust Servicing Agreement and will be entitled to similar compensation arrangements. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Titling Trust Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. Upon the receipt of such notice, the Servicer’s appointment as custodian shall be terminated and, upon instruction from the Indenture Trustee, the Servicer shall release any Receivable File to the Indenture Trustee, or its respective agent or assignee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an officer of the Indenture Trustee. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to cooperate with either Trustee or the Indenture Trustee and the Owner Trustee successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Titling Trust Servicing Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Negative Carry Account, the Pre-Funding Account, the Reserve Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence holders of Securities evidencing not less than a majority of the Outstanding Amount of the Controlling Class as may, in addition to other rights and remedies available in a court of the close of the preceding Distribution Date (orlaw or equity to damages, if the Notes have been paid in full injunctive relief and the Indenture has been discharged in accordance with its termsspecific performance, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder and under all sub-servicing agreements whereupon the Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under this AgreementAgreement and will be entitled to similar compensation arrangements. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the NotesReceivables, the Certificates or the Receivables Receivable Files or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. Upon the receipt of such notice, the Servicer’s appointment as custodian shall be terminated and, upon instruction from the Indenture Trustee, the Servicer shall release all Receivable Files to the Indenture Trustee, or its respective agent or assignee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an officer of the Indenture Trustee. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee or any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Reserve Account, the Yield Supplement Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence holders of Securities evidencing not less than a majority of the Outstanding Amount of the Controlling Class as may, in addition to other rights and remedies available in a court of the close of the preceding Distribution Date (orlaw or equity to damages, if the Notes have been paid in full injunctive relief and the Indenture has been discharged in accordance with its termsspecific performance, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder and under all sub-servicing agreements whereupon the Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under this AgreementAgreement and will be entitled to similar compensation arrangements. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the NotesReceivables, the Certificates or the Receivables Receivable Files or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. Upon the receipt of such notice, the Servicer’s appointment as custodian shall be terminated and, upon instruction from the Indenture Trustee, the Servicer shall release all Receivable Files to the Indenture Trustee, or its respective agent or assignee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an officer of the Indenture Trustee. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee or any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or the Certificate Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either so long as such Servicer Default has not been cured or waived pursuant to Section 8.05, the Indenture Trustee or shall, upon the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount direction of the Controlling Class as Party, and may (with the written consent of the close of the preceding Distribution Date (orControlling Party), if the Notes have been paid in full and the Indenture has been discharged in accordance with at its termsdiscretion, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may Note Insurer terminate all (but not less than all) of the rights and obligations of the Servicer, as Servicer under this AgreementAgreement and the other Transaction Documents, and in and to the Receivables and proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Receivables, the Receivables Transaction Documents or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer pursuant to and under this Section 7.02. The Indenture Trustee is or such Successor Servicer as may be appointed under Section 8.03; and, without limitation, the Backup Servicer or such Successor Servicer shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Trustee and Backup Servicer or the Owner Trustee Successor Servicer, as applicable, in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the Indenture Trustee Backup Servicer or the Owner Trustee Successor Servicer, as applicable, for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositdeposit with respect to the Receivables, or that shall have been deposited by the predecessor Servicer in the Collection Account, or the Note Distribution Account or thereafter received Accounts with respect to the Receivables that shall at that time be held or thereafter received by the predecessor Servicer with respect to the Receivables. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Backup Servicer or the Successor Servicer, as applicable, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid first, pursuant to Section 4.04(b)(ii), and second, by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses; provided, however, that the amount of such costs and expenses shall not exceed $75,000 (the amount of such costs and expenses are referred to herein as the "Transition Fees"). (b) In addition to the remedial provisions set forth in clause (a) above, and not by way of limitation of any remedies to which any of the Trustee, the Note Insurer or the Noteholders are entitled upon the occurrence of a Servicer Default, the Issuer and the Servicer acknowledge and agree that, so long as a Servicer Default shall occur and be continuing, and such Servicer Default has not been cured or waived pursuant to Section 8.05, the Trustee shall, upon the direction of the Controlling Party and may (with the written consent of the Controlling Party), at its discretion, by notice then given in writing to the Servicer and the Note Insurer, direct the Servicer (or Backup Servicer or Successor Servicer as the case may be) to (x) deposit all checks and other items of collections received in respect of Receivables directly into an Account immediately upon receipt, and/or (y) instruct each Obligor to remit all collections in respect of receivables directly to an Account designated for such purpose.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) Funding Agent by notice then given in writing to the Servicer may, in addition to other rights and the Owner Trustee (remedies available in a court of law or equity to damages, injunctive relief and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may specific performance, terminate all of the rights and obligations of the Servicer under this AgreementAgreement ("Servicing Transfer"). On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee Funding Agent pursuant to and under this Section 7.026.6. Alternatively, the Funding Agent may engage affiliated or unaffiliated contractors to perform all or any part of the administration, servicing and collection of the Receivables and require the Servicer to pay to such contractors, to the extent received by the Servicer, all or a portion of the Servicing Fee received in consideration thereof. The Indenture Trustee Funding Agent is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee Funding Agent in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee Funding Agent for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, Account or the Note Distribution Reserve Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 6.6 which terminates the obligation and rights of the Servicer under this Agreement. (b) The Servicer, within ten (10) Business Days after receiving a notice pursuant to Section 6.6(a) hereof, shall, at the Servicer's sole expense, (x) deliver to the Funding Agent or its designated agent (i) a schedule of the Receivables indicating as to each such Receivable information as to the related Obligor, the Receivable Balance as of such date and the location of the Receivables File with respect to such Receivable, together with such other information as the Funding Agent may reasonably request and (ii) all Receivables Files (including, without limitation, true copies of any computer tapes and data in computer memories), (y) permit the Funding Agent access to NFC's files and other records in order to effect an orderly transfer, and (z) take all reasonable actions as are necessary to sublicense to, or purchase a license for, the Funding Agent or its designated agent, at the Servicer's expense, any software (which software may be different from that used by NFC) that relates to, and is necessary for the servicing of, the Receivables, in each case as the Funding Agent may reasonably deem necessary to enable it to protect and enforce its rights and the rights of the Owners to the Transferred Interest. After any such delivery, NFC will not hold or retain any executed counterpart or any document evidencing the Receivables without clearly marking the same to indicate conspicuously that the same is not the original and that transfer thereof does not transfer any rights against the related Obligor or any other Person. (c) If at any time there shall be a Servicing Transfer, NFC will cause to be transmitted and delivered directly to the Funding Agent or its designated agent, for the account of the Owners, forthwith upon receipt and in the exact form received, all Collections (properly endorsed, where required, so that such items may be collected by the Funding Agent on behalf of the Owners) on account of the Transferred Interest. All such Collections consisting of cash shall not be commingled with other items or monies of NFC for a period longer than two Business Days. If the Funding Agent or its designated agent receives items or monies that are not payments on account of the Owners' interest in any Receivables, such items or monies shall be held in trust by the Funding Agent for the Transferor's benefit and delivered promptly to NFC after being so identified by the Funding Agent or its designated agent. NFC hereby irrevocably grants during the term of this Agreement the Funding Agent or its designated agent, if any, an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of NFC all steps and actions permitted to be taken under this Agreement with respect to any Receivable which the Funding Agent, in its reasonable discretion, may deem necessary or advisable to negotiate or otherwise realize on any right of any kind held or owned by NFC or transmitted to or received by the Funding Agent or its designated agent (whether or not from the Transferor or any Obligor) in connection with the Owners' Transferred Interest; provided, however, that such power of attorney may not be exercised without the prior written consent of NFC, unless (A)(i) a Servicer Default or (ii) a Termination Event shall have occurred and be continuing or (B) the Servicer Agent fails to perform any act required hereunder after receiving three (3) Business Days written notice of such failure from the Funding Agent. (d) The Servicer agrees that in the event of a Servicing Transfer, it will reimburse the Funding Agent and each Owner for all reasonable out-of-pocket expenses (including, without limitation, attorneys' and accountants' and other third parties' fees and expenses, expenses incurred by the Funding Agent or such Owner, as the case may be, expenses of litigation or preparation therefor, and expenses of audits and visits to the offices of the Transferor and NFC) incurred by the Funding Agent or such Owner in connection with and following the transfer of functions following a Servicing Transfer. (e) At any time, and from time to time following a Servicing Transfer, or if a Termination Event shall have occurred and be continuing, the Funding Agent shall be entitled to notify the Obligors to make payments directly to the Funding Agent of amounts due under the Receivables at any time and from time to time.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence holders of Securities evidencing not less than a majority of the Outstanding Amount of the Controlling Class as may, in addition to other rights and remedies available in a court of the close of the preceding Distribution Date (orlaw or equity to damages, if the Notes have been paid in full injunctive relief and the Indenture has been discharged in accordance with its termsspecific performance, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder, under the Titling Trust Servicing Agreement and under all sub-servicing agreements whereupon the Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under this AgreementAgreement and the Titling Trust Servicing Agreement and will be entitled to similar compensation arrangements. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Titling Trust Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. Upon the receipt of such notice, the Servicer’s appointment as custodian shall be terminated and, upon instruction from the Indenture Trustee, the Servicer shall release any Receivable File to the Indenture Trustee, or its respective agent or assignee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an officer of the Indenture Trustee. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to cooperate with either Trustee or the Indenture Trustee and the Owner Trustee successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Titling Trust Servicing Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Reserve Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default ---------------------------------- shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class Voting Notes as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders Holders of Certificates evidencing not less than a majority of the ownership interest in the Trust as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Securityholders) may, in addition to other rights and remedies available in a court of law or the Certificateholders) may equity to damages, injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement, including the termination of all sub-servicing agreements, without cost. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Securities or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.028.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner either Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, the Negative Carry Account, the Pre-Funding Account, the Reserve Account, the Note Distribution Account or the Note Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 8.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur has occurred and be is continuing, either the AFLT Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement, but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Lease Assets or otherwise, shall pass to and be vested in the AFLT Indenture Trustee pursuant to and under this Section 7.026.02. The AFLT Indenture Trustee is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the AFLT Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the AFLT Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer Servicer, in the Collection Account, or the Note Distribution Account AFLT Accounts or thereafter received with respect to the Receivables Lease Assets and all Payments Ahead that shall at that time be held by the ServicerServicer or deposited in the Payment Ahead Servicing Account. (b) The termination of the Servicer under Section 6.02(a) shall also result in the termination of (i) the Custodian under this Agreement in respect of Lease Assets and (ii) the Administrator under the Trust Sale and Administration Agreement and the Pooling and Administration Agreement.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either the Indenture Trustee or Administrative Agent (at the Noteholders whose Notes evidence not less than a majority direction of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution DateSpecial Required Noteholders) by notice then given in writing to the Servicer and Servicer, the Owner Trustee (and to the Indenture Trustee if given by may, in addition to other rights and remedies available in a court of law or equity to damages, injunctive relief and specific performance, elect to waive such Servicer Default or direct the Noteholders or the Certificateholders) may Indenture Trustee to terminate all of the rights and obligations of the Servicer as Servicer under this AgreementAgreement (provided that a termination shall occur without notice upon a Servicer Default under Section 9.01(c) or (d)). On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the NotesSecurities, the Certificates Loans or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee and any successor Servicer pursuant to and under this Section 7.029.03. The Indenture Trustee and any successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Loans and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Backup Servicer, the Indenture Trustee and the Owner Trustee any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Lockbox Accounts, the Collection AccountAccounts, or the Note Distribution Reserve Account or thereafter received with respect to the Loans and the Receivables that shall at that time be held by the Servicer, and will provide the Backup Servicer, the Indenture Trustee and any successor Servicer reasonable access to the servicing systems and records with respect to the Loans and the Receivables. In addition to any other amounts that are then payable to the predecessor Servicer under this Agreement, the predecessor Servicer shall be entitled to receive from the successor Servicer the portions of any Servicer Advance Reimbursement Amount which relates to any Servicer Advance made by the terminated Servicer. To assist the successor Servicer in enforcing all rights under the Loans and the Receivables, the predecessor Servicer, at its own expense, shall transfer its electronic records relating to such Loans and Receivables to the successor Servicer in such electronic form as is then-maintained by the predecessor Servicer in the ordinary course of its business and shall transfer the related Loan Files and all other records, correspondence and documents relating to the Loans and Receivables that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. (b) Following the occurrence of a Servicer Default, but without limiting the rights of the Indenture Trustee or the Beneficiaries under any other provisions of the Basic Documents, the Administrative Agent (at the written direction of the Required Noteholders) may direct the Indenture Trustee to conduct a review of the Servicer’s cash application procedures with respect to Collections on the Loans and Receivables, including transfers from the Lockbox Accounts to the Collection Accounts, and the Indenture Trustee hereby agrees to conduct such review, or cause a third party to conduct such review, at the expense of the Servicer, on such basis as the Administrative Agent (acting at the direction of the Required Noteholders) shall reasonably determine.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either so long as such Servicer Default has not been cured or waived pursuant to Section 8.05, the Indenture Trustee or shall, upon the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount direction of the Controlling Class as Party, and may (with the written consent of the close of the preceding Distribution Date (orControlling Party), if the Notes have been paid in full and the Indenture has been discharged in accordance with at its termsdiscretion, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all (but not less than all) of the rights and obligations of the Servicer, as Servicer under this AgreementAgreement and the other Transaction Documents, in and to the Receivables and proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Receivables, the Receivables Transaction Documents or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer pursuant to and under this Section 7.02. The Indenture Trustee is or such Successor Servicer as may be appointed under Section 8.03; and, without limitation, the Backup Servicer or such Successor Servicer shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Trustee and Backup Servicer or the Owner Trustee Successor Servicer, as applicable, in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the Indenture Trustee Backup Servicer or the Owner Trustee Successor Servicer, as applicable, for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositdeposit with respect to the Receivables, or that shall have been deposited by the predecessor Servicer in the Collection Account, or the Note Distribution Account or thereafter received Accounts with respect to the Receivables that shall at that time be held or thereafter received by the predecessor Servicer with respect to the Receivables. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Backup Servicer or the Successor Servicer, as applicable, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid first, pursuant to Section 4.04(b)(ii), and second, by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses; PROVIDED, HOWEVER, that the amount of such costs and expenses shall not exceed $100,000 (the amount of such costs and expenses are referred to herein as the "Transition Fees"). (b) In addition to the remedial provisions set forth in clause (a) above, and not by way of limitation of any remedies to which any of the Trustee or the Noteholders are entitled upon the occurrence of a Servicer Default, the Issuer and the Servicer acknowledge and agree that, so long as a Servicer Default shall occur and be continuing, and such Servicer Default has not been cured or waived pursuant to Section 8.05, the Trustee shall, upon the direction of the Controlling Party and may (with the written consent of the Controlling Party), at its discretion, by notice then given in writing to the Servicer, direct the Servicer (or Backup Servicer or Successor Servicer as the case may be) to (x) deposit all checks and other items of collections received in respect of Receivables directly into an Account immediately upon receipt, and/or (y) instruct each Obligor to remit all collections in respect of receivables directly to an Account designated for such purpose.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence holders of Securities evidencing not less than a majority of the Outstanding Amount of the Controlling Class as may, in addition to other rights and remedies available in a court of the close of the preceding Distribution Date (orlaw or equity to damages, if the Notes have been paid in full injunctive relief and the Indenture has been discharged in accordance with its termsspecific performance, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder, under the Titling Trust Servicing Agreement, and under all sub-servicing agreements whereupon the Indenture Trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under this AgreementAgreement and the Titling Trust Servicing Agreement and will be entitled to similar compensation arrangements. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Titling Trust Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. Upon the receipt of such notice, the Servicer's appointment as custodian shall be terminated and, upon instruction from the Indenture Trustee, the Servicer shall release any Receivable File to the Indenture Trustee, or its respective agent or assignee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an officer of the Indenture Trustee. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to cooperate with either Trustee or the Indenture Trustee and the Owner Trustee successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Titling Trust Servicing Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Negative Carry Account, the Pre-Funding Account, the Reserve Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held by the Servicer.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee WFEFI may, in addition to other rights and remedies available in a court of law or the Noteholders whose Notes evidence not less equity for damages, injunctive relief and specific performance, upon 15 days’ prior written notice (other than a majority Servicer Default under clause (d) of Section 7.01, in which case the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (ortermination provided for in this sentence shall be automatic), if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer hereunder, whereupon WFEFI’s written designee will succeed to all the responsibilities, duties and liabilities of the Servicer under this Agreement. On the 15 th day after receipt of a notice of termination or such later date as shall be specified in such notice but not more than the 90th day after the receipt by the Servicer of such written noticenotice (the “Servicer Termination Date”), all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Portfolio or otherwise, shall pass to and be vested in the Indenture Trustee such other Person as WFEFI may designate in writing pursuant to and under this Section 7.027.03. Upon the Servicer Termination Date, the Servicer’s appointment as custodian shall be terminated and, upon instruction from WFEFI, the Servicer shall release any Contract File to WFEFI, or its respective agent or assignee (including to the successor Servicer), as the case may be, at such place or places as WFEFI may designate, as soon as practicable but in any event no longer than thirty (30) days after such notice. The Indenture Trustee Servicer shall be deemed to have received proper instructions with respect to the Contract Files upon its receipt of written instructions signed by an officer of WFEFI. Upon the Servicer Termination Date, WFEFI is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Portfolio Documents and related documents, or otherwise. The appointment in the previous sentence is coupled with an interest and irrevocable. The predecessor Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee either WFEFI or the Owner Trustee successor Servicer for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received that shall at any time be held with respect to the Receivables that shall at that time be held Portfolio by the Servicer. The Servicer shall be liable for all Enforcement Expenses. No remedy referred to in this Section 7.02 is intended to be exclusive, but each shall be cumulative, and shall be in addition to any other remedy referred to above or otherwise available at law or in equity, and may be exercised concurrently or separately from time to time. WFEFI’s failure to exercise, or delay in the exercise of, the rights granted hereunder upon any Servicer Default shall not constitute a waiver of any such right upon the continuation or recurrence of any such Servicer Default. During the continuance of a Servicer Default, WFEFI may (a) take or release other security; (b) release any party primarily or secondarily liable for the Servicer’s obligations; (c) grant extensions, renewals or indulgences with respect to the Servicer’s obligations; and (d) apply any other security therefor held by it to the satisfaction of the Servicer’s obligations without prejudice to any of its rights hereunder.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either so long as such Servicer Default has not been cured or waived pursuant to Section 8.05, the Indenture Trustee or Administrative Agent shall, upon the Noteholders whose Notes evidence direction of the Majority Lenders and the identification by the Majority Lenders of a Successor Servicer, terminate all (but not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Dateall) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer, as Servicer under this AgreementAgreement and the other Transaction Documents, in and to the Consumer Receivables and proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Consumer Receivables, the Receivables Transaction Documents or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee pursuant to and under this Successor Servicer as provided in Section 7.02. The Indenture Trustee is 8.03, and, without limitation, the Successor Servicer shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Consumer Receivables and related documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Trustee and the Owner Trustee Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the Indenture Trustee or the Owner Trustee Successor Servicer, for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositdeposit with respect to the Consumer Receivables, or that shall have been deposited by the predecessor Servicer in the Collection Account, or the Note Distribution Account or thereafter received Accounts with respect to the Consumer Receivables that shall at that time be held or thereafter received by the predecessor Servicer with respect to the Consumer Receivables. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses (the amount of such costs and expenses are referred to herein as the "Transition Fees"). In no event shall the Successor Servicer be entitled to receive a servicing fee in excess of the fee payable under this Agreement prior to the succession. (b) In addition to the remedial provisions set forth in clause (a) above, and not by way of limitation of any remedies to which any of the Administrative Agent or the Lenders are entitled upon the occurrence of a Servicer Default, the Issuer and the Servicer acknowledge and agree that, so long as a Servicer Default shall occur and be continuing, and such Servicer Default has not been cured or waived pursuant to Section 8.05, the Administrative Agent shall, upon the direction of the Majority Lenders and may (with the written consent of the Majority Lenders), at its discretion, by notice then given in writing to the Servicer, direct the Servicer (or Successor Servicer) to (x) deposit all checks and other items of collections received in respect of Consumer Receivables directly into an Account immediately upon receipt, and/or (y) instruct each Obligor to remit all collections in respect of receivables directly to an Account designated for such purpose.

Consequences of a Servicer Default. If a Servicer ---------------------------------- Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class Voting Notes as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders Holders of Certificates evidencing not less than a majority of the ownership interest in the Trust as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Financial Parties) may, in addition to other rights and remedies available in a court of law or the Certificateholders) may equity to damages, injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement, including the termination of all sub- servicing agreements, without cost. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Securities or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.028.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner either Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, the Negative Carry Account, the Pre-Funding Account, the Reserve Account, the Note Distribution Account or the Note Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 8.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence continuing (and has not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid waived in full and the Indenture has been discharged in accordance with its terms, writing by the Owner Trustee or Control Party), the Majority Certificateholders as of the close of the preceding Distribution Date) Control Party by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Noteholders) may, in addition to other rights and remedies available in a court of law or equity to damages, injunctive relief and specific performance, elect to waive such Servicer Default or direct the Certificateholders) may Indenture Trustee to terminate all of the rights and obligations of the Servicer as Servicer under this AgreementAgreement (provided that a termination shall occur without notice upon a Servicer Default under Section 9.01(c) or (d)). On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the NotesSecurities, the Certificates Loans or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee and any successor Servicer pursuant to and under this Section 7.029.03. The Indenture Trustee and any successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Loans and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Lockbox Accounts, the Collection AccountAccounts, or the Note Distribution Reserve Account or thereafter received with respect to the Loans and the Receivables that shall at that time be held by the Servicer, and will provide the Indenture Trustee and any successor Servicer reasonable access to the servicing systems and records with respect to the Loans and the Receivables. In addition to any other amounts that are then payable to the predecessor Servicer under this Agreement, the predecessor Servicer shall be entitled to receive from the successor Servicer the portions of any Servicer Advance Reimbursement Amount which relates to any Servicer Advance made by the terminated Servicer. To assist the successor Servicer in enforcing all rights under the Loans and the Receivables, the predecessor Servicer, at its own expense, shall transfer its electronic records relating to such Loans and Receivables to the successor Servicer in such electronic form as is then-maintained by the predecessor Servicer in the ordinary course of its business and shall transfer the related Loan Files and all other records, correspondence and documents relating to the Loans and Receivables that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. (b) Following the occurrence of a Servicer Default, but without limiting the rights of the Indenture Trustee or the Control Party under any other provisions of the Basic Documents, the Control Party may direct the Indenture Trustee to conduct a review of the Servicer’s cash application procedures with respect to Collections on the Loans and Receivables, including, without limitation, transfers from the Lockbox Accounts to the Collection Accounts, and the Indenture Trustee hereby agrees to conduct such review, or cause a third party to conduct such review, at the expense of the Servicer, on such basis as the Control Party shall reasonably determine.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence continuing (and has not less than a majority of the Outstanding Amount of been waived in writing by the Controlling Class as of Party), the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) Controlling Party by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders Securityholders) may, in addition to other rights and remedies available in a court of law or equity to damages, injunctive relief and specific performance, elect to waive such Servicer Default or direct the Certificateholders) may Indenture Trustee to terminate all of the rights and obligations of the Servicer as Servicer under this AgreementAgreement (provided that a termination shall occur without notice upon a Servicer Default under Section 8.01(c) or (d)). On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Securities or the Receivables Loans or otherwise, shall pass to and be vested in the Indenture Trustee and any successor Servicer pursuant to and under this Section 7.028.03. The Indenture Trustee and any successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Loans and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner either Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Lockbox Account, the Collection Account, the Reserve Account, the Note Distribution Account or the Note Certificate Distribution Account or thereafter received with respect to the Receivables Loans that shall at that time be held by the Servicer, and will provide the Indenture Trustee and any successor Servicer reasonable access to the servicing systems and records with respect to the Loans. In addition to any other amounts that are then payable to the predecessor Servicer under this Agreement, the predecessor Servicer shall be entitled to receive from the successor Servicer the portions of any Monthly Advance Reimbursement Amount which relates to any Monthly Advance made by the terminated Servicer. To assist the successor Servicer in enforcing all rights under the Loans, the predecessor Servicer, at its own expense, shall transfer its electronic records relating to such Loans to the successor Servicer in such electronic form as is then-maintained by the predecessor Servicer in the ordinary course of its business and shall transfer the related Loan Files and all other records, correspondence and documents relating to the Loans that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. Following the occurrence of a Servicer Default, but without limiting the rights of the Indenture Trustee or the Controlling Party under any other provisions of the Basic Documents, the Controlling Party may direct the Indenture Trustee to conduct a review of the Servicer's cash application procedures with respect to Collections on the Loans, including, without limitation, transfers from the Lockbox Account to the Collection Account, and the Indenture Trustee hereby agrees to conduct such review, or cause a third party to conduct such review, at the expense of the Servicer, on such basis as the Controlling Party shall reasonably determine.

Consequences of a Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including including, without limitation, the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or the Payment Ahead Servicing Account or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 7.02 which terminates the obligation and rights of the Servicer under this Agreement.

Consequences of a Servicer Default. 57 (a) If a Servicer Default shall occur and be continuing, either so long as such Servicer Default has not been cured or waived pursuant to Section 8.05, the Indenture Trustee or shall, upon the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount direction of the Controlling Class as Party, and may (with the written consent of the close of the preceding Distribution Date (orControlling Party), if the Notes have been paid in full and the Indenture has been discharged in accordance with at its termsdiscretion, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may Note Insurer, terminate all (but not less than all) of the rights and obligations of the Servicer, as Servicer under this AgreementAgreement and the other Transaction Documents, and in and to the Receivables and proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Receivables, the Receivables Transaction Documents or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer pursuant to and under this Section 7.02. The Indenture Trustee is or such Successor Servicer as may be appointed under Section 8.03; and, without limitation, the Backup Servicer or such Successor Servicer shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Trustee and Backup Servicer or the Owner Trustee Successor Servicer, as applicable, in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the Indenture Trustee Backup Servicer or the Owner Trustee Successor Servicer, as applicable, for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositdeposit with respect to the Receivables, or that shall have been deposited by the predecessor Servicer in the Collection Account, or the Note Distribution Account or thereafter received Accounts with respect to the Receivables that shall at that time be held or thereafter received by the predecessor Servicer with respect to the Receivables. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Backup Servicer or the Successor Servicer, as applicable, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid first, pursuant to Section 4.04(b)(iii), and second, by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses; provided, however, that the amount of such costs and expenses shall not exceed $75,000 (the amount of such costs and expenses are referred to herein as the "Transition Fees"). (b) In addition to the remedial provisions set forth in clause (a) above, and not by way of limitation of any remedies to which any of the Trustee, the Note Insurer or the Noteholders are entitled upon the occurrence of a Servicer Default, the Issuer and the Servicer acknowledge and agree that, so long as a Servicer Default shall occur and be continuing, and such Servicer Default has not been cured or waived pursuant to Section 8.05, the Trustee shall, upon the direction of the Controlling Party and may (with the written consent of the Controlling Party), at its discretion, by notice then given in writing to the Servicer and the Note Insurer, direct the Servicer (or Backup Servicer or Successor Servicer as the case may be) to (x) deposit all checks and other items of collections received in respect of Receivables directly into an Account immediately upon receipt, and/or (y) instruct each Obligor to remit all collections in respect of receivables directly to an Account designated for such purpose.

Consequences of a Servicer Default. (a) If a Servicer Default shall occur and be continuing, either so long as such Servicer Default has not been cured or waived pursuant to Section 8.05, the Indenture Trustee or shall, upon the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount direction of the Controlling Class as Party, and may (with the written consent of the close of the preceding Distribution Date (orControlling Party), if the Notes have been paid in full and the Indenture has been discharged in accordance with at its termsdiscretion, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may Note Insurer terminate all (but not less than all) of the rights and obligations of the Servicer, as Servicer under this AgreementAgreement and the other Transaction Documents, and in and to the Receivables and proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Receivables, the Receivables Transaction Documents or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer pursuant to and under this Section 7.02. The Indenture Trustee is or such Successor Servicer as may be appointed under Section 8.03; and, without limitation, the Backup Servicer or such Successor Servicer shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Trustee and Backup Servicer or the Owner Trustee Successor Servicer, as applicable, in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the Indenture Trustee Backup Servicer or the Owner Trustee Successor Servicer, as applicable, for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositdeposit with respect to the Receivables, or that shall have been deposited by the predecessor Servicer in the Collection Account, or the Note Distribution Account or thereafter received Accounts with respect to the Receivables that shall at that time be held or thereafter received by the predecessor Servicer with respect to the Receivables. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Backup Servicer or the Successor Servicer, as applicable, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid first, pursuant to Section 4.04(b)(ii), and second, by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses; provided, however, that the amount of such costs and expenses shall not exceed $75,000 (the amount of such costs and expenses are referred to herein as the "Transition Fees"). (b) In addition to the remedial provisions set forth in clause (a) above, and not by way of limitation of any remedies to which any of the Trustee, the Note Insurer or the Noteholders are entitled upon the occurrence of a Servicer Default, the Issuer and the Servicer acknowledge and agree that, so long as a Servicer Default shall occur and be continuing, and such Servicer Default