Common use of Back-up Servicer to Act; Appointment of Successor Clause in Contracts

Back-up Servicer to Act; Appointment of Successor. (a) On and after the receipt by Servicer of a Termination Notice pursuant to Section 9.01, Servicer shall continue to perform all servicing functions under this Agreement until a Successor Servicer acceptable to Bond Insurer has assumed such servicing functions. Back-up Servicer has agreed to the back-up servicing plan, attached hereto as Schedule 9.02, which plan may be amended from time to time by mutual agreement of Trustee, Back-up Servicer and Bond Insurer. Upon receipt by Servicer and Back-up Servicer of a Termination Notice and consent from Bond Insurer, Back-up Servicer shall be deemed to have been appointed and to have accepted appointment as "Successor Servicer" and shall succeed to the rights and obligations of Servicer on the date specified in the Termination Notice or as otherwise mutually agreed by Servicer, Trustee, Back-up Servicer and Bond Insurer established pursuant to the preceding sentence without further action on the part of any Person; provided, Back-up Servicer shall have the right to designate a Successor Servicer to act as Servicer in lieu of Back-up Servicer, subject to the approval of Bond Insurer. In the event that Back-up Servicer shall be prohibited under applicable law or shall otherwise fail to assume the duties of Servicer, or shall be terminated as Servicer pursuant to Section 9.01, Bond Insurer may appoint a Successor Servicer and if Bond Insurer fails to do so Trustee shall as promptly as possible after the giving of a Termination Notice appoint a Successor Servicer acceptable to Bond Insurer and such Successor Servicer shall accept its appointment by written assumption in a form acceptable to Trustee and Bond Insurer; any such Successor Servicer (other than Back-up Servicer) to be subject to the approval of Bond Insurer. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when Servicer ceases to act as a Servicer, Trustee, without further action, shall automatically be appointed the Successor Servicer, unless Trustee shall be legally unable or shall be unwilling to so act, in which event Trustee shall petition a court of competent jurisdiction to appoint and establish a servicing entity having a net worth of not less than $1,000,000 and whose regular business includes the servicing of leases of equipment and is acceptable to Bond Insurer.

Back-up Servicer to Act; Appointment of Successor. (a) On and after the receipt by Servicer date specified in the notice of a Termination Notice termination delivered pursuant to Section 9.017.01 (which date shall be at least 20 days following the receipt of such notice by the Servicer, Servicer shall continue to perform all servicing functions under this Agreement until a Successor Servicer acceptable to Bond Insurer has assumed such servicing functions. the Back-up Servicer has agreed to the back-up servicing plan, attached hereto as Schedule 9.02, which plan may be amended from time to time by mutual agreement of Trustee, Back-up Up Servicer and Bond Insurer. Upon receipt (if notice is sent by Servicer and Back-up Servicer of a Termination Notice and consent from Bond Insurerthe Holders) the Trustee), the Back-up Servicer shall be deemed the successor in all respects to have been appointed the Servicer in its capacity as servicer under this Agreement and to have accepted appointment as "Successor Servicer" the transactions set forth or provided for herein and shall succeed be subject to all the rights responsibilities, duties and obligations of Servicer liabilities relating thereto placed on the date specified in Servicer by the Termination Notice or as otherwise mutually agreed by Servicerterms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, Trustee, Back-up Servicer and Bond Insurer established pursuant to the preceding sentence without further action on parties hereto agree that the part of any Person; provided, Back-up Servicer shall have the right to designate a Successor Servicer to act as Servicer in lieu of Back-up Servicer, subject in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make Advances; provided however, that the approval obligation of Bond Insurer. In the event that Back-up Servicer shall be prohibited under applicable law or shall otherwise fail to assume make Advances is subject to the duties of Servicerstandards set forth in Section 3.25 hereof. Notwithstanding the foregoing, or shall be terminated as Servicer pursuant to Section 9.01, Bond Insurer may appoint a Successor Servicer and if Bond Insurer fails to do so Trustee shall as promptly as possible after the giving of a Termination Notice appoint a Successor Servicer acceptable to Bond Insurer and such Successor Servicer shall accept its appointment by written assumption in a form acceptable to Trustee and Bond Insurer; any such Successor Servicer (other than Back-up Servicer) to be subject to the approval of Bond Insurer. In the event that a Successor Servicer has not been appointed and has not accepted , in its appointment at the time when Servicer ceases to act capacity as a successor Servicer, Trusteeshall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation for acting as successor Servicer, without further the Backup Servicer (or other successor Servicer) shall receive the Servicing Fee. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Trustee pursuant to Section 3.06, nor shall any successor Servicer (including the Backup Servicer or the Trustee as successor Servicer) be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, shall automatically be appointed the Successor Servicerconsistent with this Agreement, unless Trustee as shall be legally unable or necessary to effectuate any such succession. All Servicing Transfer Costs shall be unwilling paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to so actpay such costs, such costs shall be paid by the successor Servicer (in which event case the successor Servicer shall be entitled to reimbursement therefor from the assets of the Issuing Entity) or if not paid, then by the Trustee shall petition a court of competent jurisdiction to appoint and establish a servicing entity having a net worth of not less than $1,000,000 and whose regular business includes from the servicing of leases of equipment and is acceptable to Bond InsurerTrust Fund.

Back-up Servicer to Act; Appointment of Successor. (a) On ------------------------------------------------- and after the receipt by Servicer of a Termination Notice pursuant to Section ------- 9.01, Servicer shall continue to perform all servicing functions under this ---- Agreement until a Successor Servicer acceptable to Bond Insurer the Controlling Party has assumed such servicing functions. Back-up Servicer has agreed to the back-up servicing plan, attached hereto as Schedule 9.02, which plan may be amended from time to time by mutual agreement of Trustee, Back-up Servicer and Bond Insurer. Upon receipt by Servicer and Back-up Servicer of a Termination Notice and consent from Bond Insurerthe Controlling Party, Back-up Servicer shall be deemed to have been appointed and to have accepted appointment as "Successor Servicer" and shall succeed to the rights and obligations of Servicer on the date specified in the Termination Notice or as otherwise mutually agreed by Servicer, Trustee, Back-up Servicer and Bond Insurer the Controlling Party established pursuant to the preceding sentence without further action on the part of any Person; provided, however, that (i) Back-up Servicer shall have the right to -------- ------- designate a Successor Servicer to act as Servicer in lieu of Back-up Servicer, subject to the approval of Bond Insurerthe Controlling Party, and (ii) Back-up Servicer or Successor Servicer may perform any duties of Servicer hereunder either directly or by or through agents or attorneys, and shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder, provided that Back-up Servicer or Successor Servicer may not delegate any material duties as Servicer hereunder without the written consent of the Controlling Party. In the event that Back-up Servicer shall be prohibited under applicable law or shall otherwise fail to assume the duties of Servicer, or shall be terminated as Servicer pursuant to Section 9.01, Bond Insurer the Controlling Party may appoint a Successor Servicer and if Bond Insurer the ------------ Controlling Party fails to do so Trustee shall as promptly as possible after the giving of a Termination Notice appoint a Successor Servicer acceptable to Bond Insurer the Controlling Party and such Successor Servicer shall accept its appointment by written assumption in a form acceptable to Trustee and Bond Insurerthe Controlling Party; any such Successor Servicer (other than Back-up Servicer) to be subject to the approval of Bond Insurerthe Controlling Party. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when Servicer ceases to act as a Servicer, Trustee, without further action, shall automatically be appointed the Successor Servicer (such obligation on Trustee to only apply to appointment as the first Successor Servicer but not as the second Successor Servicer), unless Trustee shall be legally unable or shall be unwilling to so act, in which event Trustee shall petition a court of competent jurisdiction to appoint and establish a servicing entity having a net worth of not less than $1,000,000 and whose regular business includes the servicing of leases of equipment and is acceptable to Bond Insurerthe Controlling Party.

Back-up Servicer to Act; Appointment of Successor. Except as otherwise provided in this Section 7.02, upon the termination of the Servicer or resignation of the Servicer, the Back-up Servicer, if any, shall become the successor servicer under this Agreement (a) On "SUCCESSOR SERVICER"). The Successor Servicer shall succeed to all the responsibilities, duties and after liabilities of the receipt by Servicer of a Termination Notice under this Agreement, except that such Successor Servicer shall not be obligated to purchase Contracts pursuant to Section 9.013.07. Upon its appointment as Successor Servicer, the Back-up Servicer or any other Successor Servicer appointed pursuant to the provisions of this Section 7.02 shall continue be entitled to perform all servicing functions the Servicing Fee and such other compensation (whether payable out of the Collection Account or otherwise) as the Servicer would be entitled to under this Agreement until Agreement. If (x) upon the termination or resignation of the Servicer, a Successor Servicer acceptable to Bond Insurer has assumed such servicing functions. Back-up Servicer has agreed to not been appointed, (y) the back-up servicing plan, attached hereto as Schedule 9.02, which plan may be amended from time to time by mutual agreement of Trustee, Back-up Servicer and Bond Insurer. Upon receipt by Servicer and Back-up Servicer of a Termination Notice and consent from Bond Insurer, Back-up Servicer shall be deemed to have been appointed and to have accepted appointment as "Successor Servicer" and shall succeed to the rights and obligations of Servicer on the date specified in the Termination Notice or of its appointment as otherwise mutually agreed by Servicer, Trustee, Back-up Servicer and Bond Insurer established pursuant to the preceding sentence without further action on the part of any Person; provided, Back-up Servicer shall have the right to designate a Successor Servicer or at any time following such appointment fails or is legally unable to act perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Servicer in lieu of Back-up Servicer, subject or (z) any other Person designated Successor Servicer in accordance herewith, fails or is legally unable to the approval of Bond Insurer. In the event that Back-up Servicer shall be prohibited under applicable law or shall otherwise fail to assume perform the duties of the Servicer hereunder following its appointment as Successor Servicer, or shall be terminated as Servicer pursuant to Section 9.01, Bond then the Insurer may appoint or, if the Insurer is not entitled to appoint a Successor Servicer and if Bond Insurer fails to do so by operation of Section 9.08, the Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint a Successor Servicer acceptable to Bond Insurer and such Successor Servicer shall accept its appointment by written assumption in a form acceptable to Trustee and Bond Insurer; any such Successor Servicer (other than Back-up Servicer) to be subject to the approval of Bond Insurer. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when Servicer ceases to act as a Servicermay appoint, Trustee, without further action, shall automatically be appointed the Successor Servicer, unless Trustee shall be legally unable or shall be unwilling to so act, in which event Trustee shall petition a court of competent jurisdiction to appoint and establish a servicing entity appoint, any established financial institution, having a net worth of not less than $1,000,000 50,000,000 and whose regular business includes shall include the servicing of leases automotive retail installment sales contracts, as the Successor Servicer. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions hereunder or, if the then current Servicer was terminated or is legally unable to continue acting in such capacity, the Indenture Trustee shall act as Successor Servicer. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, if the Servicer is terminated pursuant to Section 7.01 or resigns pursuant to Section 6.04, the Insurer may appoint a Successor Servicer other than the Back-up Servicer, unless the Insurer is not entitled to appoint a Successor Servicer by operation of equipment and is acceptable to Bond InsurerSection 9.08.