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. (b) Upon its appointment, Successor Servicer shall be the successor in all respects to Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the (c) In connection with such appointment and assumption, Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of Successor Servicer out of Collections, as it and such Successor Servicer shall agree; provided, no such compensation shall be in excess of that provided in Section 3.08 unless agreed to in writing by Bond Insurer.

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. (b) Upon its appointment, and subject to the provisions of Section 9.02(c) --------------- below, Successor Servicer shall be the successor in all respects to Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to thethe Successor Servicer and except that Servicer Advances shall be repayable to Servicer or the Successor Servicer, as the case may be, that actually made such Servicer Advances. (c) In connection with such appointment and assumption, Trustee Successor Servicer shall be entitled to such reasonable compensation, or Trustee may make such arrangements for the reasonable compensation of Successor Servicer out of Collections, as it and such Successor Servicer shall agree; provided, no and that shall include the Servicer Fee and Successor Servicer Fee (d) All authority and power granted to Servicer or any Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 11.01 and shall pass to and be vested in Seller ------------- and, without limitation, Seller is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of the transfer of servicing rights. The Successor Servicer agrees to cooperate with Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Trust Assets. The Successor Servicer shall transfer its electronic records relating to the Trust Assets to Seller in such compensation electronic form as Seller may reasonably request and shall be transfer all other records, correspondence and documents to Seller in excess the manner and at such times as Seller shall reasonably request. (e) Following the delivery of that provided in Section 3.08 unless agreed a Termination Notice to in writing by Bond InsurerServicer, the Controlling Party may terminate Back-up Servicer or Successor Servicer within 5 Business Days upon written notice given to such 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 of equipment and is acceptable automotive retail installment sales contracts, as the Successor Servicer. Until such time as the Person so appointed becomes obligated to Bond Insurer. (b) Upon its appointmentbegin acting as Servicer hereunder, Successor the then current Servicer shall be the successor in will continue to perform all respects to Servicer with respect to servicing functions under this Agreement and shall be subject hereunder or, if the then current Servicer was terminated or is legally unable to all continue acting in such capacity, the responsibilities, duties and liabilities relating thereto placed on Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the (c) In connection with such appointment and assumption, Indenture Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of act as Successor Servicer out of Collections, as it Servicer. The Indenture Trustee and such Successor Servicer shall agree; providedtake such action, no such compensation consistent with this Agreement, as shall be in excess 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 that provided in Section 3.08 unless agreed to in writing by Bond Insurer9.08.

Back-up Servicer to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 9.017.01, or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, the Trustee shall continue to perform all servicing functions under this Agreement until a Successor Servicer acceptable to Bond promptly notify the Rating Agencies and the Certificate Insurer has assumed such servicing functions. and, except as otherwise provided in Section 7.01, the Back-up Servicer has agreed to the back-up servicing plan, attached hereto or such other Person as Schedule 9.02, which plan may be amended from time to time specified 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 Certificate 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. (b) Upon its appointment, Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof arising on or after the date of succession; provided, however, that the Back-up Servicer shall not be liable for any actions or the representations and warranties of any servicer prior to it and including, without limitation, the obligations of the 101 Servicer set forth in Sections 2.06 and 3.03. The Back-up Servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 in any event and to make advances pursuant to Section 5.18 unless, and all references only to the extent the Back-up Servicer determines reasonably and in this Agreement good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Back-up Servicer delivered to the Certificate Insurer. (b) Notwithstanding the above, the Trustee may, if the Back-up Servicer shall be unwilling to so act, or shall, if the Back-up Servicer is unable to so act or if the Certificate Insurer so requests in writing to the Trustee, appoint, pursuant to such direction of the Certificate Insurer, or if no such direction is provided to the Trustee, pursuant to the provisions set forth in paragraph (c) below, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution acceptable to the Certificate Insurer that has a net worth of not less than $15,000,000 as the successor to the Servicer shall be deemed to refer to thehereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. (c) In the event the Back-up Servicer is the successor servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder; it being understood that, in such event, the Back-up Servicer would no longer be entitled to the Back-up Servicing Fee. In the event the Back-up Servicer is unable or unwilling to act as successor servicer, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the aggregate Servicing Fees hereunder as servicing compensation, together with the other Servicing Compensation. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Back-up Servicer. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Trustee and such successor servicer (including, without limitation, the Back-up Servicer) shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. In connection with any failure by the Servicer to make any remittance required to be made by the Servicer to the Collection Account pursuant to this Section 7.01 on the day and by the time such remittance is required to be made under the terms of this Section 7.01 (without giving effect to any grace or cure period), the Servicer shall pay to the Trustee for the account of the Trustee interest at the Late Payment Rate on any amount not timely remitted from and including the day such remittance was required to be made to, but not including, the day on which such remittance was actually made. Neither the Trustee nor any successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor to the Servicer under this Agreement shall be effective until the Certificate Insurer shall have consented in writing thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder and to the Certificate Insurer. The Back-up Servicer shall not resign as servicer until a successor servicer has been appointed or until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed in accordance with paragraph (c) above. The Certificate Insurer shall have the right to remove the Back-up Servicer (or any successor Servicer) as successor Servicer under this Section 7.02 without cause, and the Trustee shall appoint such other successor Servicer as directed in writing by the Certificate Insurer. (e) Pending appointment of a successor to the Servicer hereunder, the Back-up Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of Successor Servicer such successor out of Collections, payments on Mortgage Loans as it the Certificate Insurer and such Successor Servicer successor shall agree; provided, however, that unless otherwise agreed by the Certificate Insurer, no such compensation shall be in excess of that provided in permitted the Servicer pursuant to Section 3.08 unless agreed 5.08, together with other Servicing Compensation. The Servicer, the Back-up Servicer, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to in writing by Bond Insurereffectuate any such succession.

Back-up Servicer to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer of receives a Servicer Termination Notice pursuant to Section 9.016.01 or, if a Servicer Extension Notice has not been received pursuant to Section 4.16 hereof, a successor 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 be appointed by 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 Note Insurer, or, if none hs been so appointed, the 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. (b) Upon its appointment, Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Back-up Servicer shall not be liable for any acts or omissions of the predecessor Servicer or for any breach by either the predecessor Servicer or the Originator of any of their respective representations and all references warranties contained herein or in this Agreement any related document or agreement. As compensation for acting as Servicer hereunder, the Back-up Servicer shall be entitled to the Servicer Fees, Servicing Charges and other compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder if no such Servicer Termination Notice had been given. (b) Notwithstanding the foregoing, if the Back-up Servicer is not legally permitted to act as Servicer under any applicable law and provides to the Note Insurer (unless a Note Insurer Default has occurred and is continuing) and the Indenture Trustee an Opinion of Counsel to such effect, the Indenture Trustee shall without further action 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 and shall be deemed subject to refer all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that (i) the Indenture Trustee shall not assume any obligations of the Servicer pursuant to the Article IV of the Indenture and Article V hereof, (cii) In connection with the Indenture Trustee shall not be required to make any Servicer Advance if such appointment Servicer Advance would be prohibited by applicable law or if the Indenture Trustee in the exercise of its sole discretion determines that such Servicer Advance would not be reimbursed and assumption(iii) the Indenture Trustee shall not be liable for any acts or omissions of the Servicer or for any breach by either the Servicer, the Transferors, the Depositor, the Collateral Agent or the Originator of any of their respective representations and warranties contained herein or in any related document or agreement. As compensation for acting as Servicer hereunder, the Indenture Trustee shall be entitled to the Servicer Fees, Servicing Charges and other compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder if no such compensationServicer Termination Notice had been given. (c) Notwithstanding the above, the Indenture Trustee may appoint, or may make such arrangements for petition a court of competent jurisdiction to appoint, any established financial institution reasonably acceptable to the compensation Note Insurer (unless a Note Insurer Default has occurred and is continuing) and which satisfies the Rating Agency Condition, which has a net worth of, or is a member of Successor Servicer out a consolidated group of Collectionsentities which has a net worth of, not less than $10,000,000 and whose regular business includes the servicing of receivables of a similar nature to the Contracts, as it the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. The Indenture Trustee and such Successor Servicer successor shall agree; providedtake such action, no such compensation consistent with this Agreement, as shall be in excess necessary to effectuate any such succession. The Indenture Trustee shall inform the Rating Agencies of that provided in the identity of the successor Servicer (d) Notwithstanding the foregoing, if the Indenture Trustee is not legally permitted to act as Servicer under any applicable law and provides to the Issuer, the Note Insurer (unless a Note Insurer Default has occurred and is continuing) and the Noteholders an Opinion of Counsel to such effect, then the Indenture Trustee and the Issuer collectively shall use their best efforts to identify a successor Servicer, other than the Indenture Trustee, which is acceptable to the Note Insurer (unless a Note Insurer Default has occurred and is continuing) and satisfies the Rating Agency Condition and which is willing to act as Servicer under the terms and conditions specified herein and for a fee equal to or less than the Servicer Fee. In any event the Indenture Trustee shall, pursuant to Section 3.08 unless agreed to in writing by Bond Insurer6.02(b) hereof, act as successor Servicer until a different successor Servicer is appointed.