Common use of Servicing Transfer Clause in Contracts

Servicing Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (i) the Required Holders or (ii) 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 (provided, however, that any indemnification obligations of the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing 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”); 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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (i) the Required Holders or (ii) 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 (provided, however, that any indemnification obligations of the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing 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”); 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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing 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, (i) the Required Holders Holders, or (iiy) 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 management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Pooling Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Pooling Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 hereunderunder this Pooling Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related 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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing 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, (i) the Required Holders or (ii) the Indenture Trustee may(subject to the right of the Indenture Trustee to indemnification pursuant to Section 6.07 of the Indenture) may and shall at the direction of the Required Holders, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Pooling Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Pooling Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 hereunderunder this Pooling Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises and employees (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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing 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, (i) the Required Holders or (ii) the Indenture Trustee may(subject to the right of the Indenture Trustee to indemnification pursuant to Section 6.02(g) or 6.07 of the Indenture) may and shall at the direction of the Required Holders, by written notice (a “Termination Notice”) delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 “Servicing Transfer”), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 reasonably cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunderunder this Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related Contract Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises and employees (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 Servicing Transfer, the Successor Servicer shall thereafter also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing 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, (i) the Required Holders or (ii) the Indenture Trustee may(subject to the right of the Indenture Trustee to indemnification pursuant to Section 6.02(g) or 6.07 of the Indenture) may and shall at the direction of the Required Holders, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 reasonably cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunderunder this Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises and employees (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 Servicing Transfer, the Successor Servicer shall thereafter also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing 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, (i) the Required Holders Holders, or (ii) the Indenture Trustee Trustee, may, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Pooling Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Pooling Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 hereunderunder this Pooling Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer Servicer: (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related 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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section 8.02, (i) the Required Holders or (ii) 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 (provided, however, that any indemnification obligations of the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”). (b) Upon receipt of the notice required by Section 8.03(a) (ora Termination Notice, if later, on a date designated therein), all rights, benefits, fees, indemnities, authority and power of the Servicer shall terminate its activities as servicer hereunder on the Effective Termination Date. After the receipt by the Servicer of a Termination Notice, the Servicer shall continue to perform all servicing functions under this Agreement, whether with respect to Agreement until the Contracts, the Contract Files or otherwise, shall pass to and be vested in the Indenture Trustee (the “Successor Servicer”); 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 terminationEffective Termination Date. The Servicer agrees to cooperate with the Purchasers, Purchaser Agent and any Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, including the transfer to the such Successor Servicer for administration by it of all cash amounts authority of the Servicer to service the Purchased Receivables provided for under this Agreement, including all authority over all Collections which shall at the time thereafter 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 ContractsPurchased Receivables. The Servicer shall transfer to promptly and in any event within three (3) Business Days after appointment of a Successor Servicer prepare, execute and deliver any and all documents and other instruments reasonably requested by the Successor Servicer or the Purchaser Agent in connection with the succession by the Successor Servicer, place in the Successor Servicer's possession (ior provide online access to view the Purchased Receivables Files posted on an electronic portal maintained by the Servicer or any third-party service provider) all records related to the Purchased Receivables, including the Purchased Receivables Files (other than any such records held by the Purchaser Agent or the Purchaser Agent’s custodian) and do or accomplish all other acts or things reasonably necessary to enable the Successor Servicer, to assume the servicing in respect of the Purchased Receivables. (ii) Without limiting the forgoing, in connection with the delivery of a Termination Notice under Section 10(a), following as soon as possible (but, in any event within three (3) Business Days) after receipt of the Termination Notice, Servicer shall provide to Successor Servicer all Purchased Receivables Files (or provide online access to view the Purchased Receivables Files posted on an electronic portal maintained by the Servicer or any third-party service provider) relating to the Contracts in such electronic form as the Purchased Receivables and Servicer shall use commercially reasonable efforts to provide to Successor Servicer may reasonably request and (ii) any Contract Files in the Servicer’s possession. In addition, the Servicer shall permit reasonable access to its premises (including all computer records and programs) to transfer of the Purchased Receivables Files and reasonable access by Successor Servicer or to its designeepersonnel, software, hardware, facilities, and shall pay employees in each case reasonably necessary for Successor Servicer to perform the reasonable transition expenses duties of the Successor Servicer. Upon a Servicing Transfer, including the initial delivery of the reports as set forth in the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the ServicerAgreement.

Servicing 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, (i) the Required Holders or (ii) the Indenture Trustee may(subject to the right of the Indenture Trustee to indemnification pursuant to Sections 6.02(g) or 6.07 of the Indenture) may and shall at the direction of the Required Holders, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Pooling Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Pooling Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 hereunderunder this Pooling Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises and employees (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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing 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, (i) the Required Holders or (ii) the Indenture Trustee may(subject to the right of the Indenture Trustee to indemnification pursuant to Section 6.07 of the Indenture) may and shall at the direction of the Required Holders, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Pooling Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Pooling Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 hereunderunder this Pooling Agreement, 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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.Successor

Servicing 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, (i) the Required Holders or (ii) the Indenture Trustee may(subject to the right of the Indenture Trustee to indemnification pursuant to Section 6.02(g) or 6.07 of the Indenture) may and shall at the direction of the Required Holders, by written notice (a “Termination Notice”) delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 “Servicing Transfer”), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 reasonably cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunderunder this Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related Contract Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises and employees (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 Servicing Transfer, the Successor Servicer shall thereafter also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing 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, (i) the Required Holders or (ii) the Indenture Trustee may(subject to the right of the Indenture Trustee to indemnification pursuant to Section 6.07 of the Indenture) may and shall at the direction of the Required Holders, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Pooling Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Pooling Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 hereunderunder this Pooling Agreement, 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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.the

Servicing Transfer. The Required Buyers may, upon the occurrence and during the continuation of a Termination Event, by directing the Administrative Agent to deliver notice to such effect to CPFC and the Servicer, terminate the services of the then Servicer under the Program Documents and transfer (aa "Servicing Transfer") If an the servicing of the Receivables to the Collateral Agent or affiliated or unaffiliated contractors engaged by the Collateral Agent to act as Servicer. The Collateral Agent agrees that if no other Servicer is engaged it will act as Servicer hereunder. Such Servicing Transfer shall be effective immediately if a Servicer Termination Event is then in existence but shall otherwise be effective 30 days after delivery of Termination has occurred the notice thereof. Notwithstanding the Servicing Transfer, pending the commencement of the servicing of the Receivables by the successor Servicer, the terminated Servicer shall continue to be obligated to service the Receivables pursuant hereto. The terminated Servicer, after receiving a notice of a Servicing Transfer shall, at its expense, deliver to the Collateral Agent or the successor Servicer, as and is continuing and has not been waived pursuant to Section 8.02when directed by the Collateral Agent, (i) a schedule of the Required Holders or (ii) the Indenture Trustee mayReceivables indicating, by written notice delivered as to each Receivable, applicable information as 45 to the parties hereto, terminate all (but not less than all) of related Obligor and the Servicer’s management, administrative, servicing, custodial and collection functions hereunder (provided, however, that any indemnification obligations of the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing 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”); 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 Outstanding Balance and (ii) any Contract Files in copies of all of the Servicer’s possession's records relating to such Receivables. In additionTo the extent that compliance with this Section 3.5 shall require the Servicer to disclose to the successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall permit access deem necessary to protect its premises (including all computer records and programs) to interest. Neither CPFC nor the Successor Servicer shall be liable for any acts or its designee, and shall pay the reasonable transition expenses omissions of the Successor Servicer. Upon a Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the successor Servicer.

Servicing 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, (i) the Required Holders or (ii) 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 management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Pooling Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Pooling Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 hereunderunder this Pooling Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises and employees (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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.

Servicing 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, (i) the Required Holders or (ii) the Indenture Trustee (subject to the right of the Indenture Trustee to indemnification pursuant to Section 6.07 of the Indenture) may, by written notice (a "Termination Notice") delivered to the parties hereto, terminate all (but not less than all) of the Servicer’s management, administrative, servicing, custodial 's rights and collection functions hereunder (provided, however, that any indemnification obligations of under this Pooling Agreement with respect to the Servicer that arose prior to such termination shall survive) (such termination being herein called a “Servicing Transfer”)Trust Assets. (b) Upon receipt delivery of the notice required by Section 8.03(a) Termination Notice (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 "Servicing Transfer"), all rights, benefits, fees, indemnities, authority and power of the Servicer under this Pooling Agreement, whether with respect to the ContractsContracts in the Contract Pool, 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 8.02; 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 hereunderunder this Pooling Agreement, 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 ContractsContracts in the Contract Pool. The Servicer shall transfer to the Successor Servicer (i) all records held by the Servicer relating to the such Contracts in such electronic form as the Successor Servicer may reasonably request and (ii) any related Contract Files in the Servicer’s 's possession. In addition, the Servicer shall permit access to its premises and employees (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 Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing the obligations of the Servicer.