Common use of Termination of Servicer Clause in Contracts

Termination of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Controlling Party, by notice given to the Servicer, the Owner Trustee, the Issuer, the Administrator, the Noteholders[, the Insurer] and each Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Contracts. Upon the Servicer’s receipt of notice of termination pursuant to this Section 7.1(a) or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Servicer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Backup Servicer shall not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the above, if the Backup Servicer is legally unable to so act or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party), the Insurer may appoint a Successor Servicer, otherwise,] the Indenture Trustee shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint, a servicer as the Successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that [ ], as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as Successor Servicer under this Section, [ ] shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In the event that the Backup Servicer is so prohibited by law from acting or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior to the Termination Date, shall be acceptable to the Insurer (so long as the Insurer is the Controlling Party)] is appointed and assumes the obligations as Successor Servicer. In the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 7.1, the Backup Servicer will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing under the laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing.

Termination of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of if so directed by the Controlling Party, by notice given to the Servicer, the Owner Trustee, the Issuer, the Swap Counterparty, the Administrator, the Noteholders[, the Insurer] Insurer and each Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Contracts. Upon the Servicer’s receipt of notice of termination pursuant to this Section 7.1(a) or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date on which the Backup Servicer or another Successor Servicer is specified in a notice appointed and assumes the responsibilities of termination, until receipt of such notice the Servicer pursuant to this Section 7.1 and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Servicer Servicer, the Insurer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and Agreement, (ii) the date upon which the predecessor servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselCounsel and (iii) the date on which the Backup Servicer or another Successor Servicer is appointed and assumes the responsibilities of the Servicer pursuant to this Section 7.1. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] , the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Backup Servicer shall not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the above, if the Backup Servicer is legally unable to so act (as confirmed in an Opinion of Counsel for the Backup Servicer) or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party), the Insurer may appoint a Successor Servicer, otherwise,] , the Indenture Trustee shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint, a servicer as the Successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that [ ]Wxxxx Fargo Bank, National Association, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as Successor Servicer under this Section, [ ] Wxxxx Fargo Bank, National Association shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In the event that the Backup Servicer is so prohibited by law from acting or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] , the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior to the Termination Date, shall be acceptable to the Insurer (so long as the Insurer is the Controlling Party)] ) is appointed and assumes the obligations as Successor Servicer. In the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 7.1, the Backup Servicer will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing under the laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing.

Termination of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of if so directed by the Controlling Party, by notice given to the Servicer, the Owner Trustee, the Issuer, the Swap Counterparty, the Administrator, the Noteholders[, the Insurer] Insurer and each Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Contracts. Upon the Servicer’s receipt of notice of termination pursuant to this Section 7.1(a) or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice oron which the Backup Servicer, if no such date any, or another Successor Servicer is specified in a notice appointed and assumes the responsibilities of termination, until receipt of such notice the Servicer pursuant to this Section 7.1 and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Servicer Servicer, if any, the Insurer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and Agreement, (ii) the date upon which the predecessor servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselCounsel and (iii) the date on which the Backup Servicer, if any, or another Successor Servicer is appointed and assumes the responsibilities of the Servicer pursuant to this Section 7.1. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] , the Backup Servicer Servicer, if any, shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the such Backup Servicer shall not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the above, if the such Backup Servicer is legally unable to so act (as confirmed in an Opinion of Counsel for such Backup Servicer) or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party), the Insurer may appoint a Successor Servicer, otherwise,] , the Indenture Trustee shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint, a servicer as the Successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that [ ], as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as Successor Servicer under this Section, [ ] shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In the event that the any such Backup Servicer is so prohibited by law from acting or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] , the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior to the Termination Date, shall be acceptable to the Insurer (so long as the Insurer is the Controlling Party)] ) is appointed and assumes the obligations as Successor Servicer. In the event the such Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 7.1, the such Backup Servicer will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing under the laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing.

Termination of Servicer. (a) If the Servicer is terminated in accordance with Section 9.01 of the Loan Agreement, resigns pursuant to Section 2.04 of this Agreement or the Servicing Agreement Servicer's term expires pursuant to Section 5.03 of this Agreement, then the Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination or resignation or the expiration of its term. On or after the receipt by the Servicer of a Servicer Termination Event shall have occurred and be continuingwritten notice of termination delivered pursuant to Section 9.01 of the Loan Agreement, the Indenture Trustee shall, at the direction resignation of the Controlling Party, by notice given to Servicer in accordance with Section 2.04 of this Agreement or the expiration of the Servicer's term pursuant to Section 5.03 of this Agreement, the Owner Trustee, the Issuer, the Administrator, the Noteholders[, the Insurer] all authority and each Rating Agency, terminate the rights and obligations power of the Servicer under this Agreement and the other Loan Documents, whether with respect to the Contracts. Upon the Servicer’s receipt of notice of termination pursuant Contracts or otherwise, shall, without further action, pass to this Section 7.1(a) or the Servicer’s resignation and be vested in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Servicer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor servicer shall become unable to act such successor Servicer as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] the Backup Servicer shall may be the successor in all respects to the Servicer in its capacity as servicer appointed under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofSection 5.02; provided, however, that the Backup successor Servicer shall not have no liability with respect to any obligation which was required to be liable for any actions of any performed by the predecessor Servicer prior to such succession or for any breach by the date the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the abovepredecessor Servicer; and, if the Backup Servicer is legally unable to so act or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party)without limitation, the Insurer may appoint a Successor Lender and the Collateral Agent, on behalf of the Secured Parties, are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise,] , any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the Indenture Trustee shall appoint (after soliciting bids from potential servicers)purposes of such notice of termination, resignation or expiration, whether to complete the transfer and endorsement of the Contracts and related documents, or petition a court of competent jurisdiction to appointotherwise. The predecessor Servicer shall cooperate with the successor Servicer, a servicer as the Successor Servicer hereunderLender and the Collateral Agent in effecting the termination, in the assumption of all resignation or any part expiration of the responsibilities, duties or liabilities responsibilities and rights of the outgoing Servicer hereunder. In the event that [ ], as Backup Servicer, is legally unable to act as predecessor Servicer under this Agreement and another entity is appointed as Successor Servicer under this Sectionthe other Loan Documents, [ ] shall have no further obligation to perform including the obligations of Servicer or Backup Servicer under this Agreement. In the event that the Backup Servicer is so prohibited by law from acting or, prior transfer to the Termination Datesuccessor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, [or shall thereafter be received with respect to a Contract and the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior delivery to the Termination Datesuccessor Servicer of all files and records concerning the Contracts and a computer tape in readable form containing all information necessary to enable the successor Servicer to service the Contracts and the other property of the Borrower. To the extent not paid pursuant to clause second of Section 3.03(b) of the Loan Agreement, shall be acceptable all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred in connection with transferring the Required Documents to the Insurer (so long successor Servicer and amending this Agreement to reflect such succession as the Insurer is the Controlling Party)] is appointed and assumes the obligations as Successor Servicer. In the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 7.1, 5.01 shall be paid by the Backup predecessor Servicer will upon demand. The predecessor Servicer shall grant the Notice Parties reasonable access to the predecessor Servicer's premises during normal business hours at the predecessor Servicer's expense. The successor Servicer shall direct the Customers to make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing all payments under the laws Contracts directly to the successor Servicer at the predecessor Servicer's expense (in which require licensing or qualification, in order to perform its obligations as event the successor Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standingprocess such payments directly).

Termination of Servicer. (a) If a A Servicer Termination Event terminated in accordance with the terms hereof shall have occurred and be continuing, the Indenture Trustee shall, at the direction entitled to its pro rata share of the Controlling Party, by notice given Servicing Fee for the number of days in the Collection Period prior to the Servicereffective date of its termination. On or after the receipt by the Servicer of such written notice, the Owner Trustee, the Issuer, the Administrator, the Noteholders[, the Insurer] all authority and each Rating Agency, terminate the rights and obligations power of the Servicer under this Agreement Agreement, whether with respect to the Contracts. Upon the Servicer’s receipt of notice of termination pursuant Receivables or otherwise, shall, without further action, pass to this Section 7.1(a) or the Servicer’s resignation and be vested in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Standby Servicer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor servicer shall become unable to act such successor Servicer as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] the Backup Servicer shall may be the successor in all respects to the Servicer in its capacity as servicer appointed under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofSection 8.2; provided, however, that the Backup successor Servicer shall not have no liability with respect to any obligation which was required to be liable for any actions of any performed by the predecessor Servicer prior to such succession or for any breach by the date the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the abovepredecessor Servicer; and, if the Backup Servicer is legally unable to so act or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party)without limitation, the Insurer may appoint a Successor Purchaser (or the Administrator on its behalf) is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise,] , any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the Indenture Trustee shall appoint (after soliciting bids from potential servicers)purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or petition a court of competent jurisdiction to appointotherwise. The predecessor Servicer shall cooperate with the successor Servicer, a servicer as the Successor Servicer hereunderPurchaser, the Administrator and the Custodian in effecting the assumption of all or any part termination of the responsibilities, duties or liabilities responsibilities and rights of the outgoing Servicer hereunder. In the event that [ ], as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as Successor Servicer under this Section, [ ] shall have no further obligation to perform the obligations of Servicer or Backup predecessor Servicer under this Agreement. In , including the event that the Backup Servicer is so prohibited by law from acting or, prior transfer to the Termination Datesuccessor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, [or shall thereafter be received with respect to a Receivable and the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior delivery to the Termination Date, shall be acceptable successor Servicer of all files and records concerning the Receivables and a computer tape in readable form containing all information necessary to enable the successor Servicer to service the Receivables and the other property of the Purchaser. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Insurer (so long successor Servicer and amending this Agreement to reflect such succession as the Insurer is the Controlling Party)] is appointed and assumes the obligations as Successor Servicer. In the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 7.110.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 4.6 hereof. The predecessor Servicer shall grant the Custodian, the Backup Standby Servicer, the Purchaser and the Administrator reasonable access to the predecessor Servicer's premises at the predecessor Servicer's expense. The Standby Servicer will or successor Servicer shall direct the Obligors to make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing all payments under the laws Receivables directly to the Servicer at the predecessor Servicer's expense (in which require licensing or qualification, in order to perform its obligations as event the successor Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standingprocess such payments directly).

Termination of Servicer. (a) If a Servicer Termination Default or an Event of Default shall have occurred occur and be continuing, then the Indenture Trustee shall, at the direction of the Controlling PartyLender may, by notice given to the Servicer, Servicer and the Owner Trustee, the Issuer, the Administrator, the Noteholders[, the Insurer] and each Rating AgencyBorrower, terminate all of the rights and obligations of the Servicer under this Agreement Agreement. On or after the receipt by the Servicer of such notice, all authority and power of the Servicer under this Agreement, whether with respect to the Contracts. Upon Pledged Assets or otherwise, shall pass to and be vested in the Administrator pursuant to and under this Section, and, without limitation, the Administrator is hereby authorized and empowered to execute and deliver, on behalf of the Servicer’s receipt , as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination pursuant or to perform the duties of the Servicer under this Section 7.1(a) or Agreement. The removed Servicer agrees to cooperate with the Administrator in effecting the termination of the removed Servicer’s resignation responsibilities and rights hereunder, including, without limitation, notification to the Obligors and Dealers of the assignment of the servicing function, providing the Administrator with all records, in accordance electronic or other form, reasonably requested by it to enable the Administrator to assume the servicing functions hereunder and the transfer to the Administrator for administration by it all cash amounts which at the time should be or should have been deposited by the removed Servicer in the Collection Account or thereafter be received by the Servicer with respect to the terms Pledged Receivables. The Administrator shall not be deemed to have breached any obligation hereunder as a result of this Agreement, a failure to make or delay in making any distribution as and when required hereunder caused by the predecessor servicer failure of the Servicer to remit any amounts received by it or to deliver any documents held by it with respect to the Pledged Assets. Any obligations of Freedom Financial under any Transaction Document other than in its capacity as Servicer shall continue to perform its functions in effect notwithstanding Freedom Financial’s termination as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Servicer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Backup Servicer shall not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the above, if the Backup Servicer is legally unable to so act or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party), the Insurer may appoint a Successor Servicer, otherwise,] the Indenture Trustee shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint, a servicer as the Successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that [ ], as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as Successor Servicer under this Section, [ ] shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In the event that the Backup Servicer is so prohibited by law from acting or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior to the Termination Date, shall be acceptable to the Insurer (so long as the Insurer is the Controlling Party)] is appointed and assumes the obligations as Successor Servicer. In the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 7.1, the Backup Servicer will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing under the laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing.

Termination of Servicer. (a) If a A Servicer Termination Event terminated in accordance with Section 10.2 or who resigns pursuant to this Section 10.3 shall have occurred and be continuing, the Indenture Trustee shall, at the direction entitled to its pro rata share of the Controlling Party, by notice given Servicing Fee for the number of days in the Collection Period prior to the Servicereffective date of its termination or resignation. On or after the receipt by the Servicer of such written notice delivered pursuant to Section 10.2, the Owner Trustee, the Issuer, the Administrator, the Noteholders[, the Insurer] all authority and each Rating Agency, terminate the rights and obligations power of the Servicer under this Agreement Agreement, whether with respect to the Contracts. Upon Receivables or otherwise, shall, without further action and as directed by the Servicer’s receipt of notice of termination pursuant Surety Provider, pass to this Section 7.1(a) or the Servicer’s resignation and be vested in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Standby Servicer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor servicer shall become unable to act such successor Servicer as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation may be appointed under Section 8.3 or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof10.4; provided, however, that the Backup successor Servicer shall not have no liability with respect to any obligation which was required to be liable for any actions of any performed by the predecessor Servicer prior to such succession or for any breach by the date the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the abovepredecessor Servicer; and, if the Backup Servicer is legally unable to so act or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party)without limitation, the Insurer may appoint a Successor Collateral Agent, the Parallel Lenders (or the Bank Agent on behalf of the Parallel Lenders) and the Lender (or the Administrative Agent on behalf of the Lender) are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise,] , any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the Indenture Trustee shall appoint (after soliciting bids from potential servicers)purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or petition a court of competent jurisdiction to appointotherwise. The predecessor Servicer shall cooperate with the successor Servicer, a servicer as the Successor Servicer hereunderLender, the Parallel Lenders, the Administrative Agent, the Bank Agent, the Surety Provider and the Collateral Agent in effecting the assumption of all or any part termination of the responsibilities, duties or liabilities responsibilities and rights of the outgoing Servicer hereunder. In the event that [ ], as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as Successor Servicer under this Section, [ ] shall have no further obligation to perform the obligations of Servicer or Backup predecessor Servicer under this Agreement. In , including the event that the Backup Servicer is so prohibited by law from acting or, prior transfer to the Termination Datesuccessor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, [or shall thereafter be received with respect to a Receivable and the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior delivery to the Termination Date, shall be acceptable successor Servicer of all files and records concerning the Receivables and a computer tape in readable form containing all information necessary to enable the successor Servicer to service the Receivables and the other property of the Borrower. All reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Insurer (so long successor Servicer and amending this Agreement to reflect such succession as the Insurer is the Controlling Party)] is appointed and assumes the obligations as Successor Servicer. In the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 7.110.3 shall be paid by the predecessor Servicer upon demand. The predecessor Servicer shall grant the Collateral Agent, the Backup Standby Servicer will and the Notice Parties reasonable access to the predecessor Servicer's premises during normal business hours at the predecessor Servicer's expense. The Standby Servicer or successor Servicer shall direct the Obligors to make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing all payments under the laws Receivables directly to the successor Servicer at the predecessor Servicer's expense (in which require licensing or qualification, in order to perform its obligations as event the successor Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standingprocess such payments directly).

Termination of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of if so directed by the Controlling Party, by notice given to the Servicer, the Owner Trustee, the Issuer, the Swap Counterparty, the Administrator, the Noteholders[, the Insurer] Insurer and each Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Contracts. Upon the Servicer’s receipt of notice of termination pursuant to this Section 7.1(a) or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice oron which the backup servicer, if no such date any, or another Successor Servicer is specified in a notice appointed and assumes the responsibilities of termination, until receipt of such notice the Servicer pursuant to this Section 7.1 and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Servicer backup servicer, if any, the Insurer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and Agreement, (ii) the date upon which the predecessor servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselCounsel and (iii) the date on which the backup servicer, if any, or another Successor Servicer is appointed and assumes the responsibilities of the Servicer pursuant to this Section 7.1. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] , the Backup Servicer backup servicer, if any, shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Backup Servicer such backup servicer shall not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the above, if the Backup Servicer such backup servicer is legally unable to so act (as confirmed in an Opinion of Counsel for such backup servicer) or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party), the Insurer may appoint a Successor Servicer, otherwise,] , the Indenture Trustee shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint, a servicer as the Successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that [ ], as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as Successor Servicer under this Section, [ ] shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In the event that the Backup Servicer any such backup servicer is so prohibited by law from acting or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] , the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior to the Termination Date, shall be acceptable to the Insurer (so long as the Insurer is the Controlling Party)] ) is appointed and assumes the obligations as Successor Servicer. In the event the Backup Servicer such backup servicer assumes the responsibilities of the Servicer pursuant to this Section 7.1, the Backup Servicer such backup servicer will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing under the laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing.