Common use of Service Transfer Clause in Contracts

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (x) the Required Holders or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”) pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (xi) the Required Holders or (yii) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”) pursuant to and under this Section 8.03); and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (x) the Required Holders or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (x) the Required Holders or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”) pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (x) the Required Holders or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not 52 less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (x) the Required Holders or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”) pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.Successor

Service Transfer. (a) If an a Servicer Termination Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02continuing, (x) the Required Holders or (y) Facility Administrator, at the Indenture Trustee maydirection of the Noteholders shall, by written notice delivered to the parties heretoServicer, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “"Service Transfer”" and such terminated Servicer, being called a "Predecessor Servicer"); provided that notwithstanding anything in this Agreement to the contrary, in the event the Back-up Servicer shall become the Servicer hereunder, at any time thereafter the Back-up Servicer may resign from its duties as Servicer upon ninety (90) days written notice to the Indenture Trustee and the Facility Administrator. (b) Upon receipt of the notice required by Section 8.03(a8.2(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files Trust Assets or otherwise, otherwise shall pass to and be vested in the Indenture Trustee Back-up Servicer (the “"Successor Servicer”") pursuant to and under this Section 8.038.2; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The In the event that the Back-up Servicer agrees is unable to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form act as the Successor Servicer may reasonably request and (iiServicer, subject to Section 3.7(e) any Contract Files in of the Servicer’s possession. In additionIndenture, the Servicer Indenture Trustee without further action shall permit access to its premises (including all computer records and programs) to the be appointed as Successor Servicer or its designee, pursuant to and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicerunder this Section 8.

Service Transfer. (a) If an Event of Termination a Servicer Default has occurred and is continuing and has not been waived pursuant to Section SECTION 8.02, (x) Certificateholders with aggregate Fractional Interests representing more than 50% of the Required Holders Issuer or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section SECTION 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section SECTION 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination a Servicer Default has occurred and is continuing and has not been waived pursuant to Section SECTION 8.02, (x) Noteholders representing more than 50% of the Required Holders outstanding balance of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, voting as a single class, or if there are no Class A-1 Notes, Class A-2 Notes or Class A-3 Notes outstanding, Noteholders representing more than 50% of the outstanding balance of the Class B Notes or, if there are no Notes outstanding, Certificateholders representing more than 50% of the Certificate Balance or (y) the Indenture Trustee or, if there are no Notes outstanding, the Owner Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section SECTION 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section SECTION 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination a Servicer Default has occurred and is continuing and has not been waived pursuant to Section 8.02continuing, (x) the Required Holders Holders, or (y) the Indenture Trustee may, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”)functions. (b) Upon receipt delivery of the notice required by Section 8.03(a8.02(a) (or, if later, on a date designated therein), and on the date that a successor Servicer shall have been appointed pursuant to Section 8.03 (such appointment being herein called a "Servicer Transfer") all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee such successor (the “"Successor Servicer”") pursuant to and under this Section 8.038.02; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02continuing, (x) Noteholders representing 51% of the Required Holders outstanding balance of the Notes voting as a single class and Certificateholders with aggregate fractional interests representing 51% or more of the Trust or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “"Service Transfer”"). (b) Upon receipt of the notice required by Section 8.03(a8.02(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “"Successor Servicer”") pursuant to and under this Section 8.038.02; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02continuing, (x) Noteholders representing more than 50% of the Required Holders outstanding balance of the Notes voting as a single class and Certificateholders with aggregate fractional interests representing more than 50% or more of the Trust or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER").. 38 (b) Upon receipt of the notice required by Section 8.03(a8.02(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section 8.038.02; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02continuing, (x) Certificateholders with aggregate Fractional Interests representing 25% or more of the Required Holders Trust or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section 8.03(a7.02(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee Back-up Servicer (the “Successor Servicer”"BACK-UP SERVICER") pursuant to and under this Section 8.037.02; and, without limitation, the Successor Back-up Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Back-up Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Back-up Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Back-up Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Back-up Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Back-up Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Back-up Servicer. Upon a Service Transfer, the Successor Back-up Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.Servicer (but shall no longer receive the Back-up Servicer Fee)

Service Transfer. (a) If an Event of Termination a Servicer Default has occurred and is continuing and has not been waived pursuant to Section 8.02continuing, (x) Certificateholders with aggregate Fractional Interests representing more than 50% or more of the Required Holders Trust or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section 8.03(a7.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee [ ] (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section 8.037.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section SECTION 8.02, (x) the Required Holders or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (x) the Required Holders or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02continuing, (x) Certificateholders with aggregate Fractional Interests representing 25% or more of the Required Holders Trust or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section 8.03(a7.02(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee [ ] (the “Successor Servicer”"REPLACEMENT SERVICER") pursuant to and under this Section 8.037.02; and, without limitation, the Successor Replacement Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Replacement Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Replacement Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Replacement Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Replacement Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Replacement Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Replacement Servicer. Upon a Service Transfer, the Successor Replacement Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination a Servicer Default has occurred and is continuing and has not been waived pursuant to Section SECTION 8.02, (x) Noteholders representing more than 50% of the Required Holders outstanding balance of the Class A-1 Notes and the Class A-2 Notes, voting as a single class, or if there are no Class A-1 Notes or Class A-2 Notes outstanding, Noteholders representing more than 50% of the outstanding balance of the Class B Notes or, if there are no Notes outstanding, Certificateholders representing more than 50% of the Certificate Balance or (y) the Indenture Trustee or, if there are no Notes outstanding, the Owner Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02In the event the Purchaser shall have obtained a replacement servicer (such replacement servicer, (xwhich may be the Purchaser, a “Successor Servicer”) in connection with the Required Holders termination or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) resignation of the Servicer’s management, administrative, servicing, custodial and collection functions hereunder Servicer (such termination being herein called replacement, a “Service Transfer”). (b) Upon receipt , as of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “appointment of such Successor Servicer”) pursuant to and under this Section 8.03; and, without limitation, the Successor Purchaser is hereby authorized, empowered and instructed (upon the failure of the Servicer is authorized and empowered to cooperate or to execute or deliver such documents or instruments) to execute and deliver deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationService Transfer. The Servicer hereby agrees to cooperate cooperate, at its expense (other than with respect to out-of-pocket costs and expenses payable to third parties, which amounts shall be reimbursed by the Successor Servicer), with the Purchaser and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to the such Successor Servicer for administration by it of all cash amounts authority of the Servicer to service on behalf of the Purchaser the Purchased Assets as provided under this Agreement, including such authority over all Collected Funds which shall at on the time date of such Service Transfer be held in trust by the Servicer for depositdeposit to the Collection Account, or which have been deposited by the Servicer, in Servicer to the Collection Account, or for its own account in connection with its services hereafter or which shall thereafter be received with respect to the ContractsPurchased Assets. The Servicer shall, at its expense (other than with respect to out-of-pocket costs and expenses payable to third parties), (x) as soon as practicable, and in any event within three (3) Business Days of such Service Transfer, assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Purchased Assets, and which are necessary or desirable to collect payments on the affected Purchased Asset, and shall transfer make the same available to the Successor Servicer all records held or the Purchaser or its designee at a place selected by the Successor Servicer relating to or the Contracts Purchaser and in such electronic form as the Successor Servicer or the Purchaser may reasonably request request, and (iiy) any Contract Files segregate all cash, checks and other instruments received by it from time to time constituting Collected Funds of the Purchased Assets in a manner reasonably acceptable to the Servicer’s possession. In additionSuccessor Servicer and the Purchaser, the Servicer shall permit access to its premises (including and, promptly upon receipt, remit all computer records such cash, checks and programs) instruments to the Successor Servicer or the Purchaser or its designee. (b) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 8.1 and upon a resignation by the Servicer pursuant to Section 9.2, the Servicer shall continue to perform all servicing functions under this Agreement, until (i) in the case of any such receipt, the date specified in such Termination Notice or otherwise specified by the Purchaser in writing, and shall pay (ii) in the reasonable transition expenses case of any such resignation, until the earlier of (A) the effective date of the Successor Servicer. Upon a Service Transfer, Transfer and (B) the Successor Servicer shall also be entitled to receive date that is sixty (60) days after the Monthly Servicing Fee for performing the obligations date of the Servicersuch resignation notice.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02continuing, (x) Certificateholders with aggregate Fractional Interests representing 25% or more of the Required Holders Trust or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “"Service Transfer”"). (b) Upon receipt of the notice required by Section 8.03(a7.02(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee [ ] (the “Successor "Replacement Servicer”") pursuant to and under this Section 8.037.02; and, without limitation, the Successor Replacement Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Replacement Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Replacement Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Replacement Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Replacement Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Replacement Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Replacement Servicer. Upon a Service Transfer, the Successor Replacement Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination a Servicer Default has occurred and is continuing and has not been waived pursuant to Section SECTION 8.02, (xi) Noteholders representing more than 50% of the Required Holders outstanding balance of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, voting as a single class, or if there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes outstanding, Noteholders representing more than 50% of the outstanding balance of the Class B Notes or, if there are no Notes outstanding, Certificateholders representing more than 50% of the Certificate Balance or (yii) the Indenture Trustee or, if there are no Notes outstanding, the Owner Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “Service Transfer”"SERVICE TRANSFER"). (b) Upon receipt of the notice required by Section SECTION 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”"SUCCESSOR SERVICER") pursuant to and under this Section SECTION 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer Servicer, at its expense, shall as soon as practicable, and in any event within 10 Business Days, transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition costs and expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.

Service Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (x) the Required Holders or (y) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s 's management, administrative, servicing, custodial and collection functions hereunder (such termination being herein called a “"Service Transfer”"). (b) Upon receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “"Successor Servicer”") pursuant to and under this Section 8.03; and, without limitation, the Successor Servicer is 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises (including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses of the Successor Servicer. Upon a Service Transfer, the Successor Servicer shall also be entitled to receive the Monthly Servicing Fee for performing the obligations of the Servicer.