Common use of Appointment of the Successor Servicer Clause in Contracts

Appointment of the Successor Servicer. In connection with the termination of Servicer’s responsibilities under this Agreement pursuant to Section 5.1 or 6.1, Issuer shall notify the Indenture Trustee and appoint a successor servicer that is an Eligible Servicer. The successor servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”); provided, that the Successor Servicer shall have no responsibility for any actions of Servicer prior to the date of its appointment as Successor Servicer. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to Issuer an instrument in form and substance acceptable to Issuer and by providing prior written notice of such appointment to the Rating Agencies and the Indenture Trustee. In the event the Indenture Trustee shall become the Successor Servicer, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.

Appointment of the Successor Servicer. In connection with the (a) Upon termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 4.09 or 6.1Section 4.11, Issuer the Back-Up Servicer shall notify assume all of the Indenture responsibilities of the Servicer pursuant to this Section 4.12 and shall thereafter be the Successor Servicer (the "Successor Servicer"). The Trustee and may also appoint a successor servicer different Successor Servicer (after confirmation from each Rating Agency that is an Eligible Servicersuch appointment will not result in the withdrawal or downgrade of the then current ratings of the Certificates). The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; providedPROVIDED, that the such Successor Servicer and the Trustee shall have no responsibility for any actions of the Servicer prior to the date of the appointment of such Successor Servicer as Servicer. Prior to the appointment of such Successor Servicer, the Trustee shall be authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination and to perform the duties of the Servicer hereunder (excluding its appointment duty to indemnify pursuant to Article IX). The standard of care, representations and warranties, covenants, liabilities, rights of indemnification and all other rights and obligations of the Trustee under this Agreement shall also be applicable to the Trustee in its capacity as Successor Servicer. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to Issuer an instrument in form and substance acceptable to Issuer and by providing prior written notice of such appointment to the Rating Agencies and the Indenture Trusteehereunder. In the event no Successor Servicer has been appointed within 60 days of the Indenture removal of a Servicer and the Trustee shall become has received written notice from each Rating Agency to the effect that failure to appoint a successor Servicer will or has resulted in suspension, downgrade or withdrawal of the rating assigned to the Certificates, the Trustee may petition a court of competent jurisdiction to appoint a Successor Servicer, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.

Appointment of the Successor Servicer. In connection with the (a) Upon termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 4.10 or 6.1Section 4.14 the [Master Servicer] shall immediately assume all of the Servicer's responsibilities, Issuer shall notify duties and obligations as Servicer. On or at any time after the Indenture Trustee and date of such assumption, the [Master Servicer] may appoint a successor servicer that is an Eligible Servicer acceptable to the [Master Administrator], the Trustee and the Rating Agency (a "Successor Servicer"). The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment as Successor Servicer. The of such Successor Servicer shall accept its appointment by executing, acknowledging and delivering to Issuer an instrument in form and substance acceptable to Issuer and by providing prior written notice of such appointment to the Rating Agencies and the Indenture Trusteeas Servicer. In the event the Indenture Trustee shall become [Master Servicer] fails to assume the duties of the Servicer or appoint a Successor ServicerServicer pursuant to the terms of this Agreement, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination or perform the duties of the Servicer hereunder (excluding its duty to indemnify pursuant to Article IX). The standard of care, representations and warranties, covenants, liabilities, rights of indemnification, and all other rights and obligations of the Trustee under this Agreement shall also be applicable to the Trustee in its capacity hereunder. The Trustee may petition a court of competent jurisdiction to appoint any one a Successor Servicer if the [Master Servicer] fails to assume the duties of its Affiliates as a Sub-the Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-appoint a Successor Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase within 60 days of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by removal of a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.

Appointment of the Successor Servicer. In connection with (a) Upon the effectiveness of termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 2.10 or 6.1Section 2.12, Issuer the Trustee shall notify immediately succeed to the Indenture duties of the Servicer as a successor Servicer (the "Successor Servicer"), unless and until another Successor Servicer has been appointed by the Trustee (which may be the Trustee). The Trustee shall give the Noteholders not less than 30 days' prior written notice of its intent to appoint a Successor Servicer pursuant to this Section 2.13(a). Such appointment shall become effective following the expiration of such 30-day period (or such shorter period agreed to by the Trustee and appoint the Noteholders) on a successor servicer that is an Eligible Servicerdate to be specified by the Trustee. The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment of such Successor Servicer as Successor Servicer. The Such Successor Servicer shall accept its appointment by executingbe authorized and empowered to execute and deliver, acknowledging on behalf of the Servicer, as attorney-in-fact or otherwise, any and delivering all documents and other instruments, and to Issuer an instrument in form do any and substance acceptable all acts or things necessary or appropriate to Issuer and by providing prior written effect the purposes of such notice of such appointment termination and to perform the Rating Agencies duties of the Servicer hereunder (including its duties as Successor Servicer hereunder but excluding its duty to indemnify pursuant to Sections 4.03(a) and (b)). The standard of care, representations and warranties, covenants, liabilities, rights of indemnification, and all other rights and obligations of the Trustee under this Agreement and the Indenture Trusteeshall also be applicable to the Trustee in its capacity as Successor Servicer hereunder. In the event the Indenture The Trustee shall become have the right to appoint as its agent a third party to perform the duties and obligations of the Trustee as Successor Servicer hereunder. The Trustee shall not be responsible for compensating the Issuer for any increase in the Monthly Servicing Fee associated with a Successor Servicer, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.

Appointment of the Successor Servicer. In connection with (a) Upon the effectiveness of termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 2.10 or 6.1Section 2.12, Issuer the Initial Lender shall notify immediately succeed to the Indenture Trustee duties of the Servicer as a successor Servicer (the "Successor Servicer"), unless and until another Successor Servicer has been appointed by the Initial Lender (which may be the Initial Lender). The Initial Lender shall give the Noteholders not less than 30 days' prior written notice of its intent to appoint a successor servicer that is an Eligible ServicerSuccessor Servicer pursuant to this Section 2.13(a). The successor servicer Such appointment shall become effective following the expiration of such 30-day period (or such shorter period agreed to by the Initial Lender) on a date to be specified by the Initial Lender. Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment of such Successor Servicer as Successor Servicer. The Such Successor Servicer shall accept its appointment by executingbe authorized and empowered to execute and deliver, acknowledging on behalf of the Servicer, as attorney-in-fact or otherwise, any and delivering all documents and other instruments, and to Issuer an instrument in form do any and substance acceptable all acts or things necessary or appropriate to Issuer and by providing prior written effect the purposes of such notice of such appointment termination and to perform the Rating Agencies duties of the Servicer hereunder (including its duties as Successor Servicer hereunder but excluding its duty to indemnify pursuant to Sections 4.03(a) and (b)). The Initial Lender shall have the Indenture Trusteeright to appoint as its agent a third party to perform the duties and obligations of the Initial Lender as Successor Servicer hereunder. In The Initial Lender shall not be responsible for compensating the event Issuer for any increase in the Indenture Trustee shall become the Monthly Servicing Fee associated with a Successor Servicer, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.

Appointment of the Successor Servicer. In connection with the (a) Upon termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 4.10 or 6.1Section 4.14 the [Master Servicer] shall immediately assume all of the Servicer's responsibilities, Issuer shall notify duties and obligations as Servicer. On or at any time after the Indenture Trustee and date of such assumption, the [Master Servicer] may appoint a successor servicer that is an Eligible Servicer acceptable to the [Master Administrator], the Trustee and the Rating Agency (a "Successor Servicer"). The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment as Successor Servicer. The of such Successor Servicer shall accept its appointment by executing, acknowledging and delivering to Issuer an instrument in form and substance acceptable to Issuer and by providing prior written notice of such appointment to the Rating Agencies and the Indenture Trusteeas Servicer. In the event the Indenture Trustee shall become [Master Servicer] fails to assume the duties of the Servicer or appoint a Successor ServicerServicer pursuant to the terms of this Agreement, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled authorized and empowered to appoint execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any one of its Affiliates as a Sub-Servicer and all documents and other instruments, and to do any and all acts or agent; provided, that it shall be fully liable for things necessary or appropriate to effect the actions and omissions purposes of such Sub-notice of termination or perform the duties of the Servicer or agenthereunder (excluding its duty to indemnify pursuant to Article IX). Notwithstanding anything The standard of care, representations and warranties, covenants, liabilities, rights of indemnification, and all other rights and obligations of the Trustee under this Agreement shall also be applicable to the contrary herein or Trustee in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.its capacity hereunder. The Trustee