Common use of AART Indenture Trustee to Act; Appointment of Successor Clause in Contracts

AART Indenture Trustee to Act; Appointment of Successor. On and after the time the Administrator receives a notice of termination pursuant to Section 7.02, the AART Indenture Trustee shall be the successor in all respects to the Administrator in its capacity as administrator under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Administrator by the terms and provisions of this Agreement. As compensation therefor, the AART Indenture Trustee shall be entitled to such compensation (whether payable out of the AART Collection Account or otherwise) as the Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the AART Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s and Fitch or is otherwise acceptable to Standard & Poor’s and Fitch and (iii) whose regular business includes the servicing of motor vehicle contracts, leases and related assets, as the successor to the Administrator under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Administrator under this Agreement. In connection with such appointment and assumption, the AART Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Administrator under this Agreement. The AART Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Administrator and the appointment of a successor Administrator shall be paid by the AART Indenture Trustee from amounts in the AART Trust Estate as provided in Section 4.05 of this Agreement.

AART Indenture Trustee to Act; Appointment of Successor. On and after the time the Administrator receives a notice of termination pursuant to Section 7.02, the AART Indenture Trustee shall be the successor in all respects to the Administrator in its capacity as administrator under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Administrator by the terms and provisions of this Agreement. As compensation therefor, the AART Indenture Trustee shall be entitled to such compensation (whether payable out of the AART Collection Account or otherwise) as the Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the AART Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that Table of Contents falls within an investment grade category by Standard & Poor’s Xxxxx’x and Fitch or is otherwise acceptable to Standard & Poor’s Xxxxx’x and Fitch and (iii) whose regular business includes the servicing of motor vehicle contracts, leases and related assets, as the successor to the Administrator under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Administrator under this Agreement. In connection with such appointment and assumption, the AART Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Administrator under this Agreement. The AART Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Administrator and the appointment of a successor Administrator shall be paid by the AART Indenture Trustee from amounts in the AART Trust Estate as provided in Section 4.05 of this Agreement.

AART Indenture Trustee to Act; Appointment of Successor. On and after the time the Administrator receives a notice of termination pursuant to Section 7.02, the AART Indenture Trustee shall be the successor in all respects to the Administrator in its capacity as administrator under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Administrator by the terms and provisions of this Agreement. As compensation therefor, the AART Indenture Trustee shall be entitled to such compensation (whether payable out of the AART Collection Account or otherwise) as the Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the AART Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Xxxxx’x and Fitch or is otherwise acceptable to Standard & Poor’s Xxxxx’x and Fitch and (iii) whose regular business includes the servicing of motor vehicle contracts, leases and related assets, as the successor to the Administrator under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Administrator under this Agreement. In connection with such appointment and assumption, the AART Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Administrator under this Agreement. The AART Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Administrator and the appointment of a successor Administrator shall be paid by the AART Indenture Trustee from amounts in the AART Trust Estate as provided in Section 4.05 of this Agreement.

AART Indenture Trustee to Act; Appointment of Successor. On and after the time the Administrator receives a notice of termination pursuant to Section 7.02, the AART Indenture Trustee shall be the successor in all respects to the Administrator in its capacity as administrator under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Administrator by the terms and provisions of this Agreement. As compensation therefor, the AART Indenture Trustee shall be entitled to such compensation (whether payable out of the AART Collection Account or otherwise) as the Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the AART Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s and Fitch [Rating Agency] or is otherwise acceptable to Standard & Poor’s and Fitch [Rating Agency]. and (iii) whose regular business includes the servicing of motor vehicle contracts, leases and related assets, as the successor to the Administrator under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Administrator under this Agreement. In connection with such appointment and assumption, the AART Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Administrator under this Agreement. The Table of Contents AART Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Administrator and the appointment of a successor Administrator shall be paid by the AART Indenture Trustee from amounts in the AART Trust Estate as provided in Section 4.05 of this AgreementEstate.

AART Indenture Trustee to Act; Appointment of Successor. On and after the time the Administrator receives a notice of termination pursuant to Section 7.02, the AART Indenture Trustee shall be the successor in all respects to the Administrator in its capacity as administrator under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Administrator by the terms and provisions of this Agreement. As compensation therefor, the AART Indenture Trustee shall be entitled to such compensation (whether payable out of the AART Collection Account or otherwise) as the Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the AART Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s S&P and Fitch or is otherwise acceptable to Standard & Poor’s S&P and Fitch and (iii) whose regular business includes the servicing of motor vehicle contracts, leases and related assets, as the successor to the Administrator under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Administrator under this Agreement. In connection with such appointment and assumption, the AART Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Administrator under this Agreement. The AART Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Administrator and the appointment of a successor Administrator shall be paid by the AART Indenture Trustee from amounts in the AART Trust Estate as provided in Section 4.05 of this Agreement.

AART Indenture Trustee to Act; Appointment of Successor. On and after the time the Administrator receives a notice of termination pursuant to Section 7.02, the AART Indenture Trustee shall be the successor in all respects to the Administrator in its capacity as administrator under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Administrator by the terms and provisions of this Agreement. As compensation therefor, the AART Indenture Trustee shall be entitled to such compensation (whether payable out of the AART Collection Account or otherwise) as the Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the AART Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard S&P & Poor’s and Fitch or is otherwise acceptable to Standard S&P & Poor’s and Fitch Fitch. and (iii) whose regular business includes the servicing of motor vehicle contracts, leases and related assets, as the successor to the Administrator under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Administrator under this Agreement. In connection with such appointment and assumption, the AART Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Administrator under this Agreement. The AART Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Administrator and the appointment of a successor Administrator shall be paid by the AART Indenture Trustee from amounts in the AART Trust Estate as provided in Section 4.05 of this Agreement.

AART Indenture Trustee to Act; Appointment of Successor. On and after the time the Administrator receives a notice of termination pursuant to Section 7.02, the AART Indenture Trustee shall be the successor in all respects to the Administrator in its capacity as administrator under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Administrator by the terms and provisions of this Agreement. As compensation therefor, the AART Indenture Trustee shall be entitled to such compensation (whether payable out of the AART Collection Account or otherwise) as the Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the AART Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s and Fitch [Rating Agency] or is otherwise acceptable to Standard & Poor’s and Fitch [Rating Agency]. and (iii) whose regular business includes the servicing of motor vehicle contracts, leases and related assets, as the successor to the Administrator under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Administrator under this Agreement. In connection with such appointment and assumption, the AART Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Administrator under this Agreement. The AART Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Administrator and the appointment of a successor Administrator shall be paid by the AART Indenture Trustee from amounts in the AART Trust Estate as provided in Section 4.05 of this Agreement.