Common use of Appointment of Successor Servicer Clause in Contracts

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the Depositor, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.R

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, providedPROVIDED, howeverHOWEVER, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and providedPROVIDED, furtherFURTHER, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), providedPROVIDED, howeverHOWEVER, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a1) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise as provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), 134 provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, providedPROVIDED, howeverHOWEVER, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof (except those contained in Sections 2.2 and 2.3) and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and providedPROVIDED, furtherFURTHER, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise as provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), providedPROVIDED, howeverHOWEVER, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, however, that the Trustee's 86 obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), -105- provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of 134 liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When On and after (i) the time the Servicer receives a notice of termination pursuant to Section 7.1 13.2 or the Trustee receives (ii) upon the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.412.5, a successor Servicer appointed by the Trustee Agent shall become 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, provided, however, that the Trustee's obligation to make any Advances in this Agreement and shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the rights, responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Servicer by the terms and provisions hereof of this Agreement; provided, however, that the successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in its capacity as this Agreement or in any related document. The Servicer and such successor shall have take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 13.2 upon the same limitation occurrence of liability herein granted any Servicer Termination Event applicable to it as Servicer. Any successor Servicer appointed pursuant to this Section 13.3 shall be entitled to compensation equal to the greater of (i) the Total Servicing Fee or (ii) the then- current "market rate" fee for servicing assets comparable to the Receivables, which rate shall be determined by averaging three servicing fee bids obtained by the Agent from third party servicers selected by the Agent; provided, however, in no event shall a successor Servicer be entitled to receive compensation in excess of 3.0% of the Aggregate Outstanding Principal Balance as of the first day of any related Collection Period, unless the Collateral Agent shall have obtained the prior written consent of the Agent (which consent shall not be unreasonably withheld); and provided, further, that any transition fees payable in connection with the Trustee transfer of servicing shall be paid by Drive, and to the extent not paid by Drive, such fees shall be payable pursuant to Section 8(a)(ii) or 8(b)(ii) of the Security Agreement; provided; however, that in no event shall such transition fees exceed $50,000, unless the Collateral Agent shall have obtained the prior written consent of the Agent (which consent shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the Depositor, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(bunreasonably withheld), provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, provided, provided however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof (except those contained in Sections 2.2 and 2.3) and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, provided further that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the DepositorServicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise as provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), provided, however, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become 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, providedPROVIDED, howeverHOWEVER, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and providedPROVIDED, furtherFURTHER, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the Depositor, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee, the excess shall be paid to the Class R Certificateholder. If the Trustee and the Depositor shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), providedPROVIDED, howeverHOWEVER, if no successor servicer is obtained through the bidding process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint a successor servicer to act as such, for the Servicing Fee together with such other servicing compensation as provided in Section 3.9. In no event shall the Trustee's assumption of or succession to the obligations of the Servicer make the Trustee liable for any actions or omissions of the Servicer in its capacity as Servicer.