Common use of Acceptance of Appointment; Duties of Servicer Clause in Contracts

Acceptance of Appointment; Duties of Servicer. (a) The Servicer shall service, administer and enforce the Leases as Servicer and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, that such things are not inconsistent with the terms of this Agreement. The Servicer will manage, service, administer, and make collections on the Leases in accordance with the terms of this Agreement, the Leases, the Lease Contracts, the Collection Policies and Procedures and applicable law and, to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers leases of similar credit quality for itself or others, but in any event, with no less care, skill, prudence and diligence than the customary and usual standards of practice of prudent institutional small and middle ticket equipment finance lease servicers and, in each case, taking into account its other obligations hereunder (the "Servicing Standard"). Notwithstanding the prior sentence, the Servicer shall, not later than five (5) Business Days after the Servicing Transfer Date direct each Lessee to make all payments with respect to the respective Leases which are due directly to the P.O. Box. The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Lessees on the Leases, investigating delinquencies, accounting for collections and furnishing monthly statements as listed in Exhibit "A" attached hereto and provided herein and using commercially reasonable efforts to maintain the first priority perfected security interest of the Originator for the benefit of the Originator in the Leases and, in accordance with the Filing Requirements, in the related Equipment, including, but not limited to, the filing of any financing or continuation statements required to be filed pursuant to the UCC, which continuation statements shall be filed on or before the 60th day prior to the expiration date of such financing statement. The Servicer shall follow its customary standards, policies, and procedures as set forth in its Collection Policies and Procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration, and collection that it may deem necessary or desirable, subject to Section 2.02(b)(xi). The Servicer may waive, modify or vary any term of a Lease in accordance with the Servicing Standard or otherwise as required by law if the Servicer determines, in its reasonable and prudent judgment, that it will not materially and adversely affect the Originator. In no event shall the Servicer make a Material Modification to any Lease which would result in (i) the Discounted Present Value of such modified Lease being less than the Discounted Present Value of such Lease immediately prior to such modification or (ii) the term of such Lease being extended beyond May 31, 2005 unless approved by Originator. If the Servicer, with the preapproval of the Originator, commences a legal proceeding to enforce a Non-Performing Lease or participates in a legal proceeding (including, without limitation, a bankruptcy proceeding relating to or involving a Lease or a Non-Performing Lease), the Originator shall thereupon be deemed to have automatically assigned such Lease to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Originator, pursuant to this Section 3.01, to execute and deliver, on behalf of the Originator, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. The Originator shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer as applicable, to carry out its servicing and administrative duties under this Agreement. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Lease on the ground that it shall not be a real party in interest or a holder entitled to enforce the Lease, the Originator may, at the Originator's expense and direction, take steps to enforce the Lease, including bringing suit in its own name. Any and all expenses, costs, charges, or fees (including legal and attorney's costs and fees) advanced by Servicer in performing its obligations under this Section 3.01 (a) shall be reimbursed by the Originator only if such fees were preapproved by the Originator.

Acceptance of Appointment; Duties of Servicer. (a) The Servicer shall service, administer and enforce the Leases Contracts as Servicer and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, that such things are not inconsistent with the terms of this Agreement. The Servicer will manage, service, administer, and make collections on the Leases Contracts in accordance with the terms of this Agreement, the Leases, the Lease Contracts, the Credit and Collection Policies and Procedures and applicable law and, to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers leases and loans of similar credit quality for itself or others, if any, but in any event, with no less care, skill, prudence and diligence than the customary and usual standards of practice of prudent institutional small and middle ticket equipment finance lease lease, receivable finance and professional practice finance servicers and, in each case, taking into account its other obligations hereunder (the "Servicing Standard"). Notwithstanding the prior sentence, the Servicer shallshall have previously directed or shall direct, not later than five (5) Business Days after the Servicing Closing Date, the Subsequent Transfer Date direct Date, or the Substitute Transfer Date, as the case may be, each Lessee Obligor to make all payments with respect to the respective Leases Contracts which are due after the related Cut-Off Date directly to the P.O. BoxLockbox Account. The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Lessees Obligors on the LeasesContracts, investigating delinquencies, accounting for collections and furnishing monthly monthly, quarterly and annual statements as listed in Exhibit "A" attached hereto and provided herein herein, making Servicer Advances and using commercially reasonable efforts to maintain the first priority perfected security interest of the Originator Indenture Trustee for the benefit of the Originator Noteholders in the Leases Issuers' interest in the Contracts and, in accordance with the Filing Requirements, in the related Equipment, including, but not limited to, the filing of any financing or continuation statements required to be filed pursuant to the UCC, which continuation statements shall be filed on or before the 60th day prior to the expiration date of such financing statement; and promptly delivering evidence of all such filings to the Custodian, with a copy to the Indenture Trustee, with evidence of the filing of continuation statements being delivered on or before the 30th day before the expiration of such financing statements. The Servicer shall follow its customary standards, policies, and procedures as set forth in its Credit and Collection Policies and Procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration, and collection that it may deem necessary or desirable, subject to Section 2.02(b)(xi2.02(b)(x). The Servicer may waive, modify or vary any term of a Lease Contract in accordance with the Servicing Standard or otherwise as required by law if the Servicer determines, in its reasonable and prudent judgment, that it will not materially and adversely affect the Originator. In no event shall the Servicer make a Material Modification to any Lease which would result in (i) the Discounted Present Value of such modified Lease being less than the Discounted Present Value of such Lease immediately prior to such modification or (ii) the term of such Lease being extended beyond May 31Noteholders; provided, 2005 unless approved by Originator. If the Servicer, with the preapproval of the Originator, commences a legal proceeding to enforce a Non-Performing Lease or participates in a legal proceeding (including, without limitation, a bankruptcy proceeding relating to or involving a Lease or a Non-Performing Lease), the Originator shall thereupon be deemed to have automatically assigned such Lease to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Originator, pursuant to this Section 3.01, to execute and deliver, on behalf of the Originator, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. The Originator shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer as applicable, to carry out its servicing and administrative duties under this Agreement. If in any enforcement suit or legal proceeding it shall be held that the Servicer may only make Material Modifications to Contracts having an aggregate Outstanding Contract Balance (calculated as of the last day of the immediately preceding Collection Period prior to the date of such modification) not enforce a Lease on the ground that it shall not be a real party in interest or a holder entitled to enforce the Lease, the Originator may, at the Originator's expense and direction, take steps to enforce the Lease, including bringing suit in its own name. Any and all expenses, costs, charges, or fees (including legal and attorney's costs and fees) advanced by Servicer in performing its obligations under this Section 3.01 (a) shall be reimbursed by the Originator only if such fees were preapproved by the Originatorexceed $20,000,000.

Acceptance of Appointment; Duties of Servicer. (a) The Servicer shall service, administer and enforce the Leases Contracts as Servicer and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, that such things are not inconsistent desirable in accordance with the terms of this Agreement. The Servicer will manage, service, administer, and make collections on the Leases Contracts in accordance with the terms of this Agreement, the Leases, the Lease Contracts, the Collection Credit Policies and Procedures and applicable law and, to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers leases of similar credit quality for itself or others, but in any eventif any, with no less care, skill, prudence and diligence than the giving due consideration to customary and usual standards of practice of prudent institutional small and middle ticket equipment finance lease servicers and, in each case, taking into account its other obligations hereunder (the "Servicing Standard"). Notwithstanding the prior sentence, the Servicer shall, not later than five (5) Business Days after the Servicing Transfer Date direct each Lessee to make all payments with respect to the respective Leases which are due directly to the P.O. Box. The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Lessees Obligors on the LeasesContracts, investigating delinquencies, accounting for collections and furnishing monthly statements as listed provided in Exhibit "A" attached hereto Sections 4.07, 4.08 and provided herein 4.09, making Servicer Advances and using commercially reasonable best efforts to maintain the first priority perfected security interest of the Originator Indenture Trustee, for the benefit of the Originator in Noteholders and the Leases and, in accordance with the Filing RequirementsNote Insurer, in the related Pledged Notes, the Contracts and the Equipment, including, but not limited to, the filing of any financing or continuation statements required to be filed pursuant to the UCC, which continuation statements shall be filed on or before the 60th day prior to the expiration date of such financing statement; and promptly delivering evidence of all such filings to the Indenture Trustee, the Collateral Agent and the Note Insurer which evidence shall be satisfactory in form and substance to the Indenture Trustee, the Collateral Agent and the Note Insurer, with evidence of the filing of continuation statements being delivered on or before the 30th day before the expiration of such financing statements. The Servicer shall follow its customary standards, policies, and procedures as set forth in its Collection Credit Policies and Procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration, and collection that it may deem necessary or desirable; provided, subject however, that the Servicer shall not allow any optional termination of any Contract prior to Section 2.02(b)(xi)its scheduled expiration unless the Obligor shall have paid an amount not less than the Prepayment Amount. The Servicer may waive, modify or vary any term of a Lease in accordance with the Servicing Standard or otherwise as required by law Contract if the Servicer determinesServicer, in its reasonable and prudent judgment, determines that it will not be materially and adversely affect adverse to the Originator. In no event shall Noteholders or the Servicer make a Material Modification to any Lease which would result in (i) the Discounted Present Value of such modified Lease being less than the Discounted Present Value of such Lease immediately prior to such modification or (ii) the term of such Lease being extended beyond May 31, 2005 unless approved by OriginatorNote Insurer. If the Servicer, with the preapproval of the Originator, Servicer commences a legal proceeding to enforce a Non-Performing Lease Defaulted Contract pursuant to Section 4.04 hereof or participates in a legal proceeding (including, without limitation, a bankruptcy proceeding relating to or involving a Lease Contract or a Non-Performing LeaseDefaulted Contract), the Originator Indenture Trustee shall thereupon be deemed to have automatically assigned such Lease Contract to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the OriginatorIndenture Trustee, pursuant to this Section 3.014.01, to execute and deliver, on behalf of itself or the OriginatorIndenture Trustee, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. The Originator Indenture Trustee shall furnish the Servicer, and the Servicer shall furnish any subservicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer or a subservicer, as applicable, to carry out its servicing and administrative duties under this Agreement. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Lease Contract on the ground that it shall not be a real party in party-in-interest or a holder entitled to enforce the LeaseContract, the Originator mayServicer, on behalf of the Issuer, shall, at the OriginatorServicer's expense and direction, take steps to enforce the LeaseContract, including bringing suit in its own name. Any and all expenses, costs, charges, name or fees the name of the Indenture Trustee (including legal and attorney's costs and fees) advanced by Servicer in performing its obligations under this Section 3.01 (a) prior written notice of which shall be reimbursed by given to the Originator only if such fees were preapproved by the OriginatorIndenture Trustee).

Acceptance of Appointment; Duties of Servicer. (a) The Servicer shall service, administer and enforce the Leases as Servicer and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, that such things are not inconsistent desirable in accordance with the terms of this Agreement. The Servicer will manage, service, administer, and make collections on the Leases in accordance with the terms of this Agreement, the Leases, the Lease Contracts, the Credit and Collection Policies and Procedures and applicable law and, to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers leases of similar credit quality for itself or others, but in any eventif any, with no less care, skill, prudence and diligence than the giving due consideration to customary and usual standards of practice of prudent institutional small and middle ticket equipment finance lease servicers and, in each case, taking into account its other obligations hereunder (the "Servicing Standard"). Notwithstanding the prior sentence, the Servicer shall, not later than five (5) Business Days after the Servicing related Closing Date, Addition Date or Transfer Date Date, as the case may be, direct each Lessee to make all payments with respect to the respective Leases which are due after the related Cut-Off Date directly to the P.O. BoxLockbox Account. The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Lessees on the Leases, investigating delinquencies, accounting for collections Collections and furnishing monthly monthly, quarterly and annual statements as listed in Exhibit "A" attached hereto and provided herein herein, making Servicer Advances and using commercially reasonable best efforts to maintain the first priority perfected security interest of the Originator for the benefit of the Originator Trust in the Leases and, in accordance with the Filing Requirements, in the related Equipment, including, but not limited to, the filing of any financing or continuation statements required Transferred Property and to be filed pursuant to the UCC, which continuation statements shall be filed on or before the 60th day prior to the expiration date of such financing statement. The Servicer shall follow its customary standards, policies, and procedures as set forth in its Collection Policies and Procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration, and collection that it may deem necessary or desirable, subject to Section 2.02(b)(xi). The Servicer may waive, modify or vary any term of a Lease in accordance with the Servicing Standard or otherwise as required by law if the Servicer determines, in its reasonable and prudent judgment, that it will not materially and adversely affect the Originator. In no event shall the Servicer make a Material Modification to any Lease which would result in (i) the Discounted Present Value of such modified Lease being less than the Discounted Present Value of such Lease immediately prior to such modification or (ii) the term of such Lease being extended beyond May 31, 2005 unless approved by Originator. If the Servicer, with the preapproval of the Originator, commences a legal proceeding to enforce a Non-Performing Lease or participates in a legal proceeding (including, without limitation, a bankruptcy proceeding relating to or involving a Lease or a Non-Performing Lease), the Originator shall thereupon be deemed to have automatically assigned such Lease to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Originator, pursuant to this Section 3.01, to execute and deliver, on behalf of the Originator, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. The Originator shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer as applicable, to carry out its servicing and administrative duties under this Agreement. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Lease on the ground that it shall not be a real party in interest or a holder entitled to enforce the Lease, the Originator may, at the Originator's expense and direction, take steps to enforce the Lease, including bringing suit in its own name. Any and all expenses, costs, charges, or fees (including legal and attorney's costs and fees) advanced by Servicer in performing its obligations under this Section 3.01 (a) shall be reimbursed by the Originator only if such fees were preapproved by the Originator.maintain the