Common use of Servicer Termination Clause in Contracts

Servicer Termination. (a) After the termination of the Servicer, (i) prior to the appointment of a Successor Servicer pursuant to Section 8.12, the Program Manager may administer the administrative, servicing and collection functions of the Servicer in any manner it deems fit, (ii) the Program Manager shall, at any time thereafter, be entitled to notify the Obligors on any Purchased Contracts to make payment of amounts due thereunder directly to ▇▇▇▇▇ or the Program Manager or as the Program Manager may direct and (iii) the Servicer shall, at its own expense, (A) if so requested by the Program Manager, endorse each instrument that is payable to the Servicer, if any, evidencing any Purchased Contract to the Program Manager in such manner as the Program Manager shall direct and (B) perform any and all acts and execute any and all documents as may be reasonably requested by the Program Manager in order to effect the purposes of this Agreement. After termination of the Servicer, if the Program Manager does not elect to replace the Servicer with a Successor Servicer, the Program Manager shall have the right to appoint a firm of public accountants or any other Person the Program Manager may choose, to monitor the servicing of the Purchased Contracts by the Servicer and to furnish to ▇▇▇▇▇, at the expense of the Servicer, such letters, certificates or reports thereon as the Program Manager shall reasonably request. The Servicer shall cooperate with such firm in the subsequent monitoring of its servicing of the Purchased Contracts pursuant to this Agreement and any fees and expenses in connection therewith shall be paid by the Servicer.

Servicer Termination. (a) After the termination of Program Manager gives the ServicerServicer a Servicer Termination Notice, (i) prior to the appointment of a Successor Servicer pursuant to Section 8.12, the Program Manager may administer the administrative, servicing and collection functions of the Servicer in any manner it deems fit, (ii) the Program Manager shall, at any time thereafter, be entitled to notify the Obligors on any Purchased Contracts to make payment of amounts due thereunder directly to ▇▇▇Finc▇ ▇▇ or the Program Manager or as the Program Manager may direct and (iii) the Servicer shall, at its own expense, (A) if so requested by the Program Manager, endorse each instrument that is payable to the Servicer, if any, evidencing any Purchased Contract to the Program Manager in such manner as the Program Manager shall direct and (B) perform any and all acts and execute any and all documents as may be reasonably requested by the Program Manager in order to effect the purposes of this Agreement. After termination receipt by the Servicer of the Servicera Servicer Termination Notice, if the Program Manager does not elect to replace the Servicer with a Successor Servicer, the Program Manager shall have the right to appoint a firm of public accountants or any other Person the Program Manager may choose, to monitor the servicing of the Purchased Contracts by the Servicer and to furnish to ▇▇▇▇Finc▇, at ▇▇ the expense of the Servicer, such letters, certificates or reports thereon as the Program Manager shall reasonably request. The Servicer shall cooperate with such firm in the subsequent monitoring of its servicing of the Purchased Contracts pursuant to this Agreement and any fees and expenses in connection therewith shall be paid by the Servicer. (a) After receipt by the Servicer of a Servicer Termination Notice, if the Program Manager elects to appoint a Successor Servicer, then: (i) On the date that a Successor Servicer shall have been appointed by the Program Manager pursuant to Section 8.12, all authority and power of the then Servicer under this Agreement shall pass to and be vested in such Successor Servicer, and, without limitation, the Program Manager is hereby authorized and empowered to execute and deliver on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and (upon the failure of the Servicer to cooperate) to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (ii) The Servicer agrees to cooperate with the Program Manager and the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Purchased Contracts provided for under this Agreement, including, without limitation, all authority to receive Collections which shall on the date of transfer be held by the Servicer for deposit, or which shall thereafter be received with respect to the Purchased Contracts. (iii) The Servicer shall promptly transfer duplicate, back-up, or original tapes, and all other electronic media constituting all of its electronic records relating to the Purchased Contracts and records relating to the Commercial Paper Notes to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Purchased Contracts in the manner and at such times as the Successor Servicer shall reasonably request. (iv) At any time following the appointment of a Successor Servicer, such Successor Servicer shall be authorized to take any and all steps in the name of the previous Servicer and on behalf of the previous Servicer necessary or desirable, in the determination of such Successor Servicer, to collect all amounts due under any and all Purchased Contracts, including, without limitation endorsing the name of the previous Servicer on checks and other instruments representing Collections, and enforcing the Purchased Contracts.

Servicer Termination. Following the occurrence -------------------- of a Termination Event, the Administrator may, by written notice to the Servicer (a) After the termination a "Servicer Termination"), terminate all of the Servicer, (i) prior to the appointment of a Successor Servicer pursuant to Section 8.12, the Program Manager may administer the administrative, servicing rights and collection functions -------------------- obligations of the Servicer in any manner it deems fit(or such sub-servicers) under this Agreement and the other Transaction Documents. On or after the receipt by the Servicer of a Servicer Termination, all authority and power of the Servicer (iior such sub-servicers) under this Agreement, whether with respect to the Program Manager Pool Receivables, the Contract Documents or otherwise, shall, at any time thereafterwithout further action, pass to and be entitled vested in the Administrator or such successor Servicer as may be appointed under Section 6.3 pursuant to notify and under this Section 6.2; and the Obligors Administrator is hereby authorized and empowered to execute and deliver, on any Purchased Contracts to make payment behalf of amounts due thereunder directly to ▇▇▇▇▇ or the Program Manager or as the Program Manager may direct and (iii) the Servicer shall, at its own expense, (A) if so requested by the Program Manager, endorse each instrument that is payable to the predecessor Servicer, if anyas attorney-in-fact or otherwise, evidencing any Purchased Contract to the Program Manager in such manner as the Program Manager shall direct and (B) perform any and all acts and execute any and all documents as may be reasonably requested by the Program Manager in order and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of this Agreementsuch notice of termination, whether to complete the transfer and endorsement of the Pool Receivables and related documents, or otherwise. After The predecessor Servicer shall cooperate (and cause each sub-servicer to cooperate) with the successor Servicer and the Administrator and the other Securitization Parties in effecting the termination of the Servicer, if the Program Manager does not elect to replace the Servicer with a Successor Servicer, the Program Manager shall have the right to appoint a firm of public accountants or any other Person the Program Manager may choose, to monitor the servicing responsibilities and rights of the Purchased Contracts predecessor Servicer (or such sub- servicers) under this Agreement and the other Transaction Documents, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Pool Receivable. All reasonable costs and expenses (including attorneys' fees and disbursements) incurred in connection with transferring the Contract Documents to the successor Servicer and amending this Agreement to furnish to ▇▇▇▇▇, at the expense of the Servicer, reflect such letters, certificates or reports thereon succession as the Program Manager shall reasonably request. The Servicer shall cooperate with such firm in the subsequent monitoring of its servicing of the Purchased Contracts pursuant to this Agreement and any fees and expenses in connection therewith Section 6.2 shall be paid by the Servicerpredecessor Servicer upon presentation of reasonable documentation of such costs and expenses.