Common use of Appointment of the Successor Servicer Clause in Contracts

Appointment of the Successor Servicer. In connection with ------------------------------------- the termination of the Servicer's responsibilities under this Agreement pursuant to Section 9.02 or 11.01, the Operating Agent shall (a) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its obligations under Section 12.02) under this Agreement (and except that the Operating Agent makes no representations and warranties pursuant to Section 4.02), or (b) appoint a successor servicer to the Servicer which shall be acceptable to the Collateral Agent and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICER"); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment as Successor Servicer. In selecting a Successor Servicer, the Operating Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent and the Collateral Agent an instrument in form and substance acceptable to the Operating Agent and the Collateral Agent.

Appointment of the Successor Servicer. In connection with ------------------------------------- the termination of the Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant to Section Sections 9.02 or 11.01, the Operating Administrative Agent shall (a) shall succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its the obligations under of the Servicer set forth in Section 12.02) under this Agreement (and except that the Operating Administrative Agent makes no representations and warranties pursuant to Section 4.02), or ) and (b) may at any time appoint a successor servicer to the Servicer which that shall be acceptable to the Collateral Administrative Agent and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Administrative Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICERSuccessor Servicer"); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Operating Administrative Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent and the Collateral Administrative Agent an instrument in form and substance acceptable to the Operating Agent and the Collateral Administrative Agent.

Appointment of the Successor Servicer. In connection ------------------------------------- with ------------------------------------- the termination of the Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant to Section Sections 9.02 or 11.01, the Operating ------------- ----- Administrative Agent shall (a) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its the obligations under of the Servicer set forth in Section 12.02) under this Agreement (and except that the Operating Administrative ------------- Agent makes no representations and warranties pursuant to Section 4.02), or ) and (b) ------------- may at any time appoint a successor servicer to the Servicer which that shall be acceptable to the Collateral Administrative Agent and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Administrative Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICERSuccessor Servicer"); provided, that the ------------------ -------- Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Operating Administrative Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent and the Collateral Administrative Agent an instrument in form and substance acceptable to the Operating Agent and the Collateral Administrative Agent.

Appointment of the Successor Servicer. In connection with ------------------------------------- the any termination of the Servicer's responsibilities under this Agreement pursuant to Section 9.02 or 11.01Agreement, the Operating Administrative Agent shall (a) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its obligations under Section 12.026.7) under this Agreement (and except that the Operating Administrative Agent makes no representations and warranties pursuant to Section 4.024.3), or (b) appoint a successor servicer to the Servicer which shall be acceptable to the Collateral Agent Purchaser and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Administrative Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICER"); providedPROVIDED, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment as Successor Servicer. In selecting a Successor Servicer, the Operating Administrative Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriateappropriate and consistent with the servicing fees charged by servicers providing similar services. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent Administrative Agent, the Purchaser and the Collateral Agent Seller an instrument in form and substance acceptable to the Operating Administrative Agent and the Collateral AgentPurchaser.

Appointment of the Successor Servicer. In connection with ------------------------------------- the termination of the Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant to Section Sections 9.02 or 11.01, the Operating Agent shall Lender (a) shall succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its the obligations under of the Servicer set forth in Section 12.02) under this Agreement (and except that the Operating Agent Lender makes no representations and warranties pursuant to Section 4.02), or ) and (b) may at any time appoint a successor servicer to the Servicer which that shall be acceptable to the Collateral Agent Lender and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating AgentLender, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICERSuccessor Servicer"); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Operating Agent Lender may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate; provided, that the Successor Servicer shall not be a direct competitor of Xxxxxx Micro (except for affiliates of the Lender other than GE's IT Solutions business) unless such restriction is waived by Xxxxxx Micro. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent and the Collateral Agent Lender an instrument in form and substance acceptable to the Operating Agent and the Collateral AgentLender.

Appointment of the Successor Servicer. In connection with ------------------------------------- the termination of the Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant to Section Sections 9.02 or 11.01, the Operating Agent shall (a) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its the obligations under of the Servicer set forth in Section 12.02) under this Agreement (and except that the Operating Agent makes no representations and warranties pursuant to Section 4.02), or ) and (b) may at any time appoint a successor servicer to the Servicer which that shall be acceptable to the Collateral Agent and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICERSuccessor Servicer"); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Operating Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent and the Collateral Agent an instrument in form and substance acceptable to the Operating Agent and the Collateral Agent.

Appointment of the Successor Servicer. In connection with ------------------------------------- the termination of the Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant to Section Sections 9.02 or 11.01, the Operating Administrative Agent shall (a) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its the obligations under of the Servicer set forth in Section 12.02) under this Agreement (and except that the Operating Administrative Agent makes no representations and warranties pursuant to Section 4.02), or ) and (b) may at any time appoint a successor servicer to the Servicer which that shall be acceptable to the Collateral Administrative Agent and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Administrative Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICERSuccessor Servicer"); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Operating Administrative Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent and the Collateral Administrative Agent an instrument in form and substance acceptable to the Operating Agent and the Collateral Administrative Agent.

Appointment of the Successor Servicer. In connection with ------------------------------------- the termination of the Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant to Section Sections 9.02 or 11.01, the Operating Administrative Agent shall (a) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its the obligations under of the Servicer set forth in Section 12.02) under this Agreement (and except that the Operating Administrative Agent makes no representations and warranties pursuant to Section 4.02), or ) and (b) may at any time appoint a successor servicer to the Servicer which that shall be acceptable to the Collateral Administrative Agent and the Purchaser Agents and shall have satisfied the Rating Agency Condition in respect thereof (and, if such resignation is pursuant to Section 11.01(a) and no Incipient Termination Event or Termination Event has occurred and is continuing, subject to the consent of the Seller, not to be unreasonably withheld) and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Administrative Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICERSuccessor Servicer"); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Operating Administrative Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Administrative Agent and the Collateral Agent Purchaser Agents an instrument in form and substance acceptable to the Operating Agent and the Collateral Administrative Agent.

Appointment of the Successor Servicer. In ------------------------------------- connection with ------------------------------------- the termination of the Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant to Section Sections 9.02 or ------------- 11.01, the Operating Agent shall (a) succeed to and assume all of the Servicer's ----- responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its the obligations under of the Servicer set forth in Section 12.02) under this Agreement (and except that the Operating ------------- Agent makes no representations and warranties pursuant to Section 4.02), or ) and (b) ------------ may at any time appoint a successor servicer to the Servicer which that shall be acceptable to the Collateral Agent and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICERSuccessor Servicer"); provided, that the Successor ------------------ -------- Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Operating Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent and the Collateral Agent an instrument in form and substance acceptable to the Operating Agent and the Collateral Agent.

Appointment of the Successor Servicer. In connection with ------------------------------------- the termination of the Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant to Section Sections 9.02 or 11.01, the Operating Administrative Agent shall (a) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as Servicer (but not in any other capacity, including specifically not its the obligations under of the Servicer set forth in Section 12.02) under this Agreement (and except that the Operating Administrative Agent makes no representations and warranties pursuant to Section 4.02), or ) and (b) may at any time appoint a successor servicer to the Servicer which that shall be acceptable to the Collateral Administrative Agent and shall have satisfied the Rating Agency Condition in respect thereof (and, if such resignation is pursuant to Section 11.01(a) and no Incipient Termination Event or Termination Event has occurred and is continuing, subject to the consent of the Seller, not to be unreasonably withheld) and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Operating Administrative Agent, in such capacity, or such successor servicer being referred to as the "SUCCESSOR SERVICERSuccessor Servicer"); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Operating Administrative Agent may obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Operating Agent and the Collateral Administrative Agent an instrument in form and substance acceptable to the Operating Agent and the Collateral Administrative Agent.