Common use of Effective Period and Termination Clause in Contracts

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the Noteholders. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the NoteholdersHolders of Notes. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) 30 days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) 30 days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE THREE

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the NoteholdersHolders of Notes. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) 30 days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) 30 days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE THREE ADMINISTRATION AND SERVICING OF RECEIVABLES

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the NoteholdersHolders of Notes. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) 30 days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) 30 days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the NoteholdersHolders of Notes. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) 30 days’ ' prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) 30 days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE THREE

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files Custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection or Section 8.02(a). If the Servicer or any successor Servicer shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer have been or any successor Servicer are terminated pursuant to under Section 7.028.02(a), the appointment of the Servicer as custodian of the Receivable Files Custodian shall be terminated without further action by the Indenture Trustee or by the Noteholdersterminated. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files Custodian, with cause cause, at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, practicable after any termination of such appointment (but in no event later more than thirty (30) days immediately following the effective date of five Business Days after any such termination of such appointment), the Servicer Custodian shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable FilesCustodian, the Indenture Trustee agrees that and the Issuer agree that, upon any such terminationtermination and for so long as the Servicer may not be acting as Custodian hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out enabling the Servicer to perform its duties and responsibilities obligations under this Agreement with respect to the servicing of the Receivables pursuant to this AgreementReceivables.

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files Custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection 3.08 or Section 8.02(a). If the Servicer or any successor Servicer shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer have been or any successor Servicer are terminated pursuant to under Section 7.028.02(a), the appointment of the Servicer as custodian of the Receivable Files Custodian shall be terminated without further action by the Indenture Trustee or by the Noteholdersterminated. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files Custodian, with cause cause, at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, practicable after any termination of such appointment (but in no event later more than thirty five (305) days immediately following the effective date of Business Days after any such termination of such appointment), the Servicer Custodian shall deliver the Receivable Files to the Indenture Trustee or its the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable FilesCustodian, the Indenture Trustee agrees that and the Issuer agree that, upon any such terminationtermination and for so long as the Servicer may not be acting as Custodian hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out enabling the Servicer to perform its duties and responsibilities obligations under this Agreement with respect to the servicing of the Receivables pursuant to this AgreementReceivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If the Servicer shall resign as Servicer pursuant to in accordance with Section 6.05 7.5 or if all of the rights and obligations of the Servicer shall have been terminated pursuant to under Section 7.028.1, the appointment of the Servicer as custodian of the Receivable Files shall Custodian hereunder may be terminated without further action by the Indenture Trustee or by the NoteholdersMajority Holders, in the same manner as Trustee or such Holders may terminate the rights and obligations of Servicer under Section 8.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause Custodian hereunder at any time immediately with cause, or with 30 days' prior written notice without cause, upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee Trustee, Trustee's agent or its agent Trustee's designee at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, as such, pursuant to Section 8.1), from and after the Servicer as custodian date of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture and for so long as Servicer is acting as such pursuant to this Agreement, Trustee shall provide, or cause its agent the successor Custodian to provide, access to the Receivable Files to the Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementhereunder.

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the Noteholders. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE THREE

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the Noteholders. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by simultaneously with the termination of the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE THREE ADMINISTRATION AND SERVICING OF RECEIVABLES

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If the Servicer shall resign as Servicer pursuant to in accordance with Section 6.05 7.5 or if all of the rights and obligations of the Servicer shall have been terminated pursuant to under Section 7.028.1, the appointment of the Servicer as custodian of the Receivable Files shall Custodian hereunder may be terminated without further action by the Indenture Trustee or by the NoteholdersMajority Holders, in the same manner as Trustee or such Holders may terminate the rights and obligations of Servicer under Section 8.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause Custodian hereunder at any time immediately with cause, or with 30 days’ prior written notice without cause, upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee Trustee, Trustee’s agent or its agent Trustee’s designee at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, as such, pursuant to Section 8.1), from and after the Servicer as custodian date of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture and for so long as Servicer is acting as such pursuant to this Agreement, Trustee shall provide, or cause its agent the successor Custodian to provide, access to the Receivable Files to the Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementhereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 7.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.028.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee, or by Certificate Owners representing in the aggregate not less than 51% of the voting interests of the Class A Certificates and Class B Certificates, acting as a single Class, in the same manner as the Trustee or by such Holders may terminate the Noteholdersrights and obligations of the Servicer under Section 8.02. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer Servicer, upon reasonable advance written request and during normal business hours, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the NoteholdersHolders of Notes. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) 30 days’ ' prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE THREE

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Initial Cutoff Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.7. If the Servicer Franklin Capital shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated pursuant to under Section 7.028.1, the appointment of the such Servicer as custodian of the Receivable Files shall be terminated, in the same manner as the Servicer may be terminated without further action by the Indenture Trustee or by the Noteholdersunder Section 8.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may may, in each case, with the consent of the Security Insurer, and the Security Insurer may, terminate the Servicer’s appointment as custodian (i) with cause or (ii) upon the occurrence of an Insurance Agreement Trigger Event or a Spread Account Deposit Event (excluding the event described in clause (v) of the Receivable Files with cause at any time immediately definition thereof), upon written notification to the Servicer andand the Trustee or Security Insurer, without cause, upon thirty (30) days’ prior written notification by as the Servicercase may be. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its the Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding Trustee, with the termination consent of the Security Insurer, or the Trustee shall, at the direction of the Security Insurer, reasonably designate in writing. If the Servicer shall be terminated as custodian of the Receivable Fileshereunder for any reason but shall continue to serve as Servicer, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provideshall, or shall cause its agent to provideto, access to make the Receivable Files available to the Servicer for during normal business hours upon reasonable notice so as to permit the purpose of carrying out Servicer to perform its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementobligations as Servicer hereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer Bank shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated pursuant to under Section 7.029.1, the appointment of the such Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by Holders of Certificates evidencing not less than a majority of the Noteholdersaggregate outstanding principal balance of the Class A Certificates and the Class B Certificates taken together as a single class, in the same manner as the Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 9.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files custodian, with cause cause, at any time immediately upon written notification to the Servicer andServicer, and without cause, cause upon thirty (30) 30 days’ ' prior written notification by to the ServicerServicer and the Rating Agencies. As soon as practicable, practicable but in no event later more than thirty (30) 120 days immediately following the effective date of after any termination of such appointment, the Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or its the Trustee's agent at such place or places as the Indenture Trustee may reasonably designatedesignate in writing. Notwithstanding the termination of If the Servicer shall be terminated as custodian of the Receivable Fileshereunder for any reason but shall continue to serve as Servicer, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provideshall, or shall cause its agent to provideto, access to make the Receivable Files available to the Servicer for (or, if designated by the purpose of carrying out Servicer, a permitted subservicer) during normal business hours upon reasonable notice so as to permit the Servicer to perform its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementobligations as Servicer hereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Initial Closing Date and shall continue in full force and effect until the earlier of the termination of the Servicer pursuant to Section 10.2 or such appointment is terminated pursuant to this SectionSection 3.17 or until this Agreement shall be terminated. If The Servicer may perform its duties as custodian through one or more agents, which agents may maintain physical possession of Premium Finance Agreements as agent for the Servicer shall resign acting as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the Noteholderscustodian. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee Trust may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately with cause upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files Premium Finance Agreements to the Indenture Trustee Trust or its the Trust's agent at such place or places as the Indenture Trustee Trust may reasonably designate. The Servicer shall cooperate with the Trust in making the transfer and shall bear all of the Servicer's costs and expenses with respect to such transfer, but the Trust shall bear the actual costs and expenses of packing and transporting the Premium Financing Agreements to the location designated by the Trust. Notwithstanding the termination of the Servicer as custodian of the Receivable Filescustodian, the Indenture Trustee Trust agrees that upon any such termination, the Indenture Trustee Trust shall provide, or cause its agent to provide, access to the Receivable Files Premium Finance Agreements to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant Premium Finance Agreements hereunder. Sections 3.14, 3.15, 3.16 and 3.17 shall not apply to this Agreementthe Back-up Servicer, if it is Servicer.

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the Noteholders. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE Three

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the Noteholders. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE THREE ADMINISTRATION AND SERVICING OF RECEIVABLES

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer Bank shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated pursuant to under Section 7.029.1, the appointment of the such Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by Holders of Certificates evidencing not less than a majority of the Noteholdersaggregate outstanding principal balance of the Class A Certificates and the Class B Certificates taken together as a single class, in the same manner as the Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 9.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files custodian, with cause cause, at any time immediately upon written notification to the Servicer andServicer, and without cause, cause upon thirty (30) 30 days’ ' prior written notification by to the ServicerServicer and the Rating Agencies. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or its the Trustee's agent at such place or places as the Indenture Trustee may reasonably designatedesignate in writing. Notwithstanding the termination of If the Servicer shall be terminated as custodian of the Receivable Fileshereunder for any reason but shall continue to serve as Servicer, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provideshall, or shall cause its agent to provideto, access to make the Receivable Files available to the Servicer for (or, if designated by the purpose of carrying out Servicer, a permitted subservicer) during normal business hours upon reasonable notice so as to permit the Servicer to perform its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementobligations as Servicer hereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 17.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.0218.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee Trustee, or by the NoteholdersHolders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, in the same manner as the Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 18.02. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this the Agreement.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.06 or until this Agreement shall be terminated. The Servicer may perform its duties as custodian through one or more agents, which agents may maintain physical possession of Contract Files as agent for the Servicer acting as custodian. If the Servicer shall resign as Servicer pursuant to under Section 6.05 8.05 or if all of the rights and obligations of the Servicer shall have been terminated pursuant to under Section 7.029.01, the appointment of the Servicer as custodian of the Receivable Files shall may be terminated without further action by the Indenture Trustee or by the Noteholders. The Indenture Trustee Holders of Notes evidencing not less than a majority of the aggregate outstanding principal balance of the Notes as of the close of the preceding Distribution Date (or, with if the written consent of Notes have been paid in full and the Indenture Trusteehas been discharged in accordance with its terms, by the Owner Trustee or by the Holders of Certificates evidencing not less than a majority of the Certificate Balance as of the close of the preceding Distribution Date), in the same manner as rights and obligations of the Servicer may be terminated under Section 9.01. The Trust may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately with cause upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Contract Files to the Indenture Trustee Trust or its the Trust's agent at such place or places as the Indenture Trustee Trust may reasonably designate. The Servicer shall cooperate with the Trust in making the transfer and shall bear all of the Servicer's costs and expenses with respect to such transfer, but the Trust shall bear the actual costs and expenses of packing and transporting the Contract Files to the location designated by the Trust. Notwithstanding the termination of the Servicer as custodian of the Receivable Filescustodian, the Indenture Trustee Trust agrees that upon any such termination, the Indenture Trustee Trust shall provide, or cause its agent to provide, access to the Receivable Contract Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this AgreementContracts hereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the NoteholdersHolders of Notes. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) 30 days’ ' prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) 30 days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Initial Cutoff Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.7. If the Servicer TMS Auto Finance shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated pursuant to under Section 7.028.1, the appointment of the such Servicer as custodian of the Receivable Files shall be terminated, in the same manner as the Servicer may be terminated without further action by the Indenture Trustee or by the Noteholdersunder Section 8.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may may, in each case, with the consent of the Security Insurer, and the Security Insurer may, terminate the Servicer’s 's appointment as custodian of the Receivable Files (i) with cause at any time immediately or (ii) upon the occurrence of an Insurance Agreement Event of Default, upon written notification to the Servicer andand the Trustee or Security Insurer, without cause, upon thirty (30) days’ prior written notification by as the Servicercase may be. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Receivables Files to the Indenture Trustee or its the Trustee's agent at such place or places as the Indenture Trustee Trustee, with the consent of the Security Insurer, or the Security Insurer may reasonably designatedesignate in writing. Notwithstanding the termination of If the Servicer shall be terminated as custodian of the Receivable Fileshereunder for any reason but shall continue to serve as Servicer, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provideshall, or shall cause its agent to provideto, access to make the Receivable Receivables Files available to the Servicer for during normal business hours upon reasonable notice so as to permit the purpose of carrying out Servicer to perform its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementobligations as Servicer hereunder.

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If the Servicer shall resign as Servicer pursuant to in accordance with Section 6.05 7.5 or if all of the rights and obligations of the Servicer shall have been terminated pursuant to under Section 7.028.1, the appointment of the Servicer as custodian of the Receivable Files shall Custodian hereunder may be terminated without further action by the Owner Trustee or Indenture Trustee or by the NoteholdersHolders of Notes evidencing greater than 25% of the aggregate Outstanding Principal Amount of the Notes of the Controlling Note Class (or, if no Notes are then Outstanding, the Holders of Certificates representing greater than 50% of the Certificate Percentage Interests), in each case in the same manner as Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of Servicer under Section 8.1. The Indenture Trustee Trustee, or, with the written consent of the Indenture Trusteeif no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the Certificate Percentage Interests, may terminate the Servicer’s appointment as custodian of the Receivable Files with cause Custodian hereunder at any time immediately upon written notification to the Servicer and, without with cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the appointment (but in all cases within 30 calendar days) Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or Owner Trustee, as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, as such, pursuant to Section 8.1), from and after the Servicer as custodian date of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent the successor Custodian to provide, access to the Receivable Files to the Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementhereunder.

Effective Period and Termination. The Servicer’s 's -------------------------------- appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this SectionSection 2.9. If the Servicer shall resign resigns as a Servicer pursuant to under Section 6.05 7.5, or if all of the rights and obligations of the Servicer shall have been terminated pursuant to under Section 7.028.1, the appointment of the Servicer as custodian hereunder may be terminated by the Trust or by any Persons to whom the Trust has assigned its rights hereunder, in the same manner as the Trust or such Persons may terminate the rights and obligations of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the NoteholdersServicer under Section 7.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee Trust may terminate the Servicer’s 's appointment as a custodian of the Receivable Files with cause hereunder at any time immediately with cause, or with 30 days' prior notice without cause, upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointmentappointment the Servicer, the Servicer at its own expense, shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee Trust, the Trust's agent or its agent the Trust's designee at such place or places as the Indenture Trustee Trust may reasonably designate. Notwithstanding the any termination of the Servicer as custodian hereunder (other than in connection with a termination resulting from the termination of the Receivable FilesServicer, as such, pursuant to Section 7.1), the Indenture Trustee Trust agrees that upon any that, from and after the date of such termination, and for so long as the Indenture Trustee Servicer is acting as such pursuant to this Agreement, the Trust or the Trust's Agent shall provide, or cause its agent the successor custodian to provide, access to the Receivable Files to the Servicer, at the times as the Servicer shall request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementhereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as to the Leases being sold on a Lease Purchase Date as of the Cutoff applicable Cut-Off Date for such Lease Purchase Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.07 or until this Agreement and Indenture shall be terminated and all of the Notes and other amounts due and owing under the Indenture are paid in full. The Servicer may perform its duties as custodian through one or more agents, which agents may maintain physical possession of Lease Files as agent for the Servicer acting as custodian. If the Servicer shall resign as Servicer pursuant to under Section 6.05 7.05 or if all of the rights and obligations of the Servicer shall have been terminated pursuant to under Section 7.028.01, the appointment of the Servicer as custodian of the Receivable Files shall may be terminated without further action by the Indenture Trustee or by the NoteholdersHolders of Notes evidencing not less than a majority of the Note Principal Balance, in the same manner as the Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with Purchaser or the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Lease Files to the Indenture Trustee or its the Trustee's agent at such place or places as the Indenture Trustee may reasonably designate. The Servicer shall cooperate with the Trustee in making the transfer and shall bear all of its costs and expenses with respect to such transfer. Notwithstanding the termination of the Servicer as custodian of the Receivable Filescustodian, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Lease Files to the Servicer and each subservicer for the purpose of carrying out its the Servicer's duties and responsibilities with respect to the servicing of the Receivables pursuant to this AgreementLeases hereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the NoteholdersHolders of Notes. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files with cause at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) 30 days’ ' prior written notification by the Servicer. As soon as practicable, but in no event later than thirty (30) 30 days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.. ARTICLE THREE

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Initial Cutoff Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.7. If the Servicer Franklin Capital shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated pursuant to under Section 7.028.1, the appointment of the such Servicer as custodian of the Receivable Files shall be terminated, in the same manner as the Servicer may be terminated without further action by the Indenture Trustee or by the Noteholdersunder Section 8.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may may, in each case, with the consent of the Security Insurer, and the Security Insurer may, terminate the Servicer’s 's appointment as custodian (i) with cause or (ii) upon the occurrence of an Insurance Agreement Trigger Event or a Spread Account Deposit Event (excluding the event described in clause (v) of the Receivable Files with cause at any time immediately definition thereof), upon written notification to the Servicer andand the Trustee or Security Insurer, without cause, upon thirty (30) days’ prior written notification by as the Servicercase may be. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its the Trustee's agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding Trustee, with the termination consent of the Security Insurer, or the Trustee shall, at the direction of the Security Insurer, reasonably designate in writing. If the Servicer shall be terminated as custodian of the Receivable Fileshereunder for any reason but shall continue to serve as Servicer, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provideshall, or shall cause its agent to provideto, access to make the Receivable Files available to the Servicer for during normal business hours upon reasonable notice so as to permit the purpose of carrying out Servicer to perform its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementobligations as Servicer hereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Initial Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection 3.08. If the Servicer or any successor Servicer shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer or any successor Servicer shall have been terminated pursuant to under Section 7.028.02, the appointment of the such Servicer as custodian may be terminated by the Issuer or by the Holders of Notes evidencing not less than 25% of the Receivable Files shall be terminated without further action Outstanding Amount of the Notes, by the Owner Trustee or by Holders (other than the Seller or an affiliate thereof) of Certificates evidencing not less than 25% of the aggregate Outstanding Amount of the Certificates, in the same manner as the Indenture Trustee or by such Securityholders may terminate the Noteholdersrights and obligations of the Servicer under Section 8.02. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s 's appointment as custodian of the Receivable Files custodian, with cause cause, at any time immediately upon written notification to the Servicer and, and without cause, upon thirty (30) days’ prior only by written notification by to the ServicerServicer pursuant to Section 8.02. As soon as practicable, practicable after any termination of such appointment (but in no event later more than thirty ten (3010) days immediately following the effective date of Business Days after any such termination of such appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or its the Indenture Trustee's agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer Huntington as custodian of the Receivable Filescustodian, the Indenture Trustee agrees that and the Owner Trustee agree that, upon any such terminationtermination and for so long as Huntington remains the Servicer hereunder, the Indenture Trustee or the Owner Trustee, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out enabling the Servicer to perform its duties and responsibilities obligations under this Agreement with respect to the servicing of the Receivables pursuant to this AgreementReceivables.

Effective Period and Termination. The Master Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date Closing Date, and shall continue in full force and effect until terminated pursuant to this SectionSection 2.8. If the Servicer U.S. Bank National Association, shall resign as Master Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer shall have been terminated pursuant to under Section 7.027.1, the appointment of the Master Servicer as custodian of the Receivable Files shall hereunder may be terminated without further action by the Indenture Trustee or by the Noteholders. The holders of Notes evidencing not less than a majority of the principal amount of the Notes Outstanding (or if no Notes are Outstanding, by holders of Certificates evidencing Certificate Percentage Interests aggregating at least 51%), in the same manner as the Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee or such Securityholders may terminate the Servicer’s appointment as custodian rights and obligations of the Receivable Files with cause at any time immediately upon written notification to the Master Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicerunder Section 7.1. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Master Servicer shall deliver the Receivable Files to the Indenture Trustee or its the Indenture Trustee's agent any Receivable Files and the related accounts and records maintained by the Master Servicer at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the foregoing, after any termination of the Servicer as custodian rights and obligations of the Receivable FilesMaster Servicer under this Agreement, each Receivables Servicer, unless the Indenture Trustee agrees that upon any rights and obligations of such termination, the Indenture Trustee shall provide, or cause its agent to provide, access Receivables Servicer have been terminated pursuant to the Receivable Files terms and conditions of its Receivables Servicing Agreement, shall maintain custody of the related Receivables and the related accounts and records maintained by it pursuant to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the applicable Receivables pursuant to this AgreementServicing Agreement(s).

Effective Period and Termination. The Servicer’s 's appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.7. If the Servicer SunStar Acceptance Corporation shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated pursuant to under Section 7.028.1, the appointment of the such Servicer as custodian of the Receivable Files shall be terminated, in the same manner as the Servicer may be terminated without further action by the Indenture Trustee or by the Noteholdersunder Section 8.1. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may may, in each case, with the consent of the Insurer, and the Insurer may, terminate the Servicer’s 's appointment as custodian (so long as no Insurer Default shall have occurred and be continuing) upon the occurrence of the Receivable Files with cause at any time immediately an Insurance Agreement Event of Default, upon written notification to the Servicer andand the Indenture Trustee or Insurer, without cause, upon thirty (30) days’ prior written notification by as the Servicercase may be. As soon as practicable, but in no event later than thirty (30) days immediately following the effective date of practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its the Indenture Trustee's agent at such place or places as the Indenture Trustee Trustee, with the consent of the Insurer, or the Insurer may reasonably designatedesignate in writing. Notwithstanding the termination of If the Servicer shall be terminated as custodian of the Receivable Fileshereunder for any reason but shall continue to serve as Servicer, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provideshall, or shall cause its agent to provideto, access to make the Receivable Files available to the Servicer for during normal business hours upon reasonable notice so as to permit the purpose of carrying out Servicer to perform its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreementobligations as Servicer hereunder.

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files Custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection 3.08. If the Servicer or any successor Servicer shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer have been or any successor Servicer are terminated pursuant to under Section 7.02, 8.01(a) by the appointment Issuing Entity or by the Noteholders representing a majority of the Servicer as custodian outstanding Note Balance of the Receivable Files shall be terminated without further action by Controlling Class in the same manner as the Indenture Trustee or by such Noteholders may terminate the Noteholdersrights and obligations of the Servicer under Section 8.01(a). The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files Custodian, with cause cause, at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, practicable after any termination of such appointment (but in no event later more than thirty five (305) days immediately following the effective date of Business Days after any such termination of such appointment), the Servicer shall deliver the Receivable Loan Files to the Indenture Trustee or its the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer Huntington as custodian of the Receivable FilesCustodian, the Indenture Trustee agrees that and the Issuing Entity agree that, upon any such terminationtermination and for so long as Huntington remains the Servicer hereunder, the Indenture Trustee or the Issuing Entity, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Loan Files to Huntington as the Servicer for the purpose of carrying out enabling Huntington as the Servicer to perform its duties and responsibilities obligations under this Agreement with respect to the Sale and Servicing Agreement servicing of the Receivables pursuant to this AgreementLoans and that Huntington shall be reimbursed for its reasonable costs and expenses incurred in connection with such access.

Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files Custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection 3.08. If the Servicer or any successor Servicer shall resign as Servicer pursuant to Section 6.05 in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer have been or any successor Servicer are terminated pursuant to under Section 7.02, 8.01(a) by the appointment Issuing Entity or by the Noteholders representing a majority of the Servicer as custodian outstanding Note Balance of the Receivable Files shall be terminated without further action by Controlling Class in the same manner as the Indenture Trustee or by such Noteholders may terminate the Noteholdersrights and obligations of the Servicer under Section 8.01(a). The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files Custodian, with cause cause, at any time immediately upon written notification to the Servicer and, without cause, upon thirty (30) days’ prior written notification by the Servicer. As soon as practicable, practicable after any termination of such appointment (but in no event later more than thirty five (305) days immediately following the effective date of Business Days after any such termination of such appointment), the Servicer shall deliver the Receivable Loan Files to the Indenture Trustee or its the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer Huntington as custodian of the Receivable FilesCustodian, the Indenture Trustee agrees that and the Issuing Entity agree that, upon any such terminationtermination and for so long as Huntington remains the Servicer hereunder, the Indenture Trustee or the Issuing Entity, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Loan Files to Huntington as the Servicer for the purpose of carrying out enabling Huntington as the Servicer to perform its duties and responsibilities obligations under this Agreement with respect to the servicing of the Receivables pursuant to this AgreementLoans and that Huntington shall be reimbursed for its reasonable costs and expenses incurred in connection with such access.