Common use of Backup Servicing Termination Clause in Contracts

Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuing Entity in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuing Entity in its sole discretion, (B) Xxxxx’x shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified the Issuing Entity and the Indenture Trustee that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes or (C) CNH Global N.V.’s long term unsecured debt credit rating by Xxxxx’x rises to “Ba2” or higher. (b) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer may resign as Backup Servicer under this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice (“Resignation Notice”) to the Issuing Entity of such resignation. In the event that the Backup Servicer delivers a Resignation Notice pursuant to the foregoing sentence, the Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to appoint a replacement backup servicer as promptly as possible. If a successor Backup Servicer has not accepted appointment as the Successor Backup Servicer pursuant to Section 2.3(c) by the last day of such 120 day period, this Agreement shall terminate on the last day of such period. (c) The Issuing Entity may appoint a replacement backup servicer to serve as the backup servicer hereunder (a “Successor Backup Servicer”). Provided that the Successor Backup Servicer has executed a written assumption instrument acceptable to the Issuing Entity, the Successor Backup Servicer shall become the Backup Servicer hereunder effective on the date specified in such assumption instrument, which shall be a date not later than the day the predecessor Backup Servicer ceases to perform as Backup Servicer hereunder. The Successor Backup Servicer shall be the successor in all respects to the predecessor Backup Servicer (except with respect to responsibilities and obligations of the predecessor Backup Servicer set forth in Section 3.1) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Backup Servicer and shall be entitled to the Backup Servicing Fee and all the rights granted to the predecessor Backup Servicer by this Agreement. None of the Backup Servicer, the Indenture Trustee, the Issuing Entity, the Administrator, the Trustee or any other Successor Backup Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Backup Servicer.

Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuing Entity in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuing Entity in its sole discretion, (B) to the extent Xxxxx’x is hired by CNHCA to rate the Notes and is still rating such Notes, Moody’s shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified the Issuing Entity and the Indenture Trustee that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes or (C) CNH Global N.V.’s long term unsecured debt credit rating by Xxxxx’x Moody’s rises to “Ba2” or higher. (b) (i) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer shall not resign as Backup Servicer under this Agreement except upon its determination that the performance of its duties shall no longer be permissible under applicable law. Such resignation shall become effective upon 90 days from the date that notice of such resignation is given. In the event that the Backup Servicer resigns pursuant to this Section 2.3(b)(i), the Backup Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to find a replacement backup servicer and to appoint a replacement backup servicer as promptly as possible. (ii) Notwithstanding the foregoing, prior to the time the Backup Servicer receives a Transfer Notice: (A) The Backup Servicer may resign as Backup Servicer under this Agreement if (I) a replacement backup servicer has been selected by the Backup Servicer or the Issuing Entity, and, if selected by the Backup Servicer, the Depositor has consented in writing to such replacement backup servicer becoming a Successor Backup Servicer hereunder and (II) to the extent Xxxxx’x is hired by CNHCA to rate the Notes and is still rating such Notes, Moody’s shall have been given at least 10 Business Days’ prior written notice thereof (the “Moody’s Notice Period”). The Servicer will cooperate with the Issuing Entity, and take such actions as the Issuing Entity may reasonably request, to effect the replacement backup servicer’s appointment as Successor Backup Servicer pursuant to Section 2.3(c) within thirty (30) days of the expiration of the Moody’s Notice Period; provided, however, that the Backup Servicer shall continue to perform all duties and obligations under this Agreement until such Successor Backup Servicer’s appointment is effective pursuant to Section 2.3(c). (B) The Backup Servicer may also resign as Backup Servicer under this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice (“Resignation Notice”) to the Issuing Entity of such resignation. In the event that the Backup Servicer delivers a Resignation Notice pursuant resignation if CNH Global N.V.’s long term unsecured debt credit rating by Moody’s rises to the foregoing sentence, the Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to appoint a replacement backup servicer as promptly as possible. If a successor Backup Servicer has not accepted appointment as the Successor Backup Servicer pursuant to Section 2.3(c) by the last day of such 120 day period, this Agreement shall terminate on the last day of such period“Ba2” or higher. (c) The Issuing Entity may appoint a replacement backup servicer to serve as the backup servicer hereunder (a “Successor Backup Servicer”). Provided that the Successor Backup Servicer has executed a written assumption instrument acceptable to the Issuing Entity, the Successor Backup Servicer shall become the Backup Servicer hereunder effective on the date specified in such assumption instrument, which shall be a date not later than the day the predecessor Backup Servicer ceases to perform as Backup Servicer hereunder. The Successor Backup Servicer shall be the successor in all respects to the predecessor Backup Servicer (except with respect to responsibilities and obligations of the predecessor Backup Servicer set forth in Section 3.1) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Backup Servicer and shall be entitled to the Backup Servicing Fee and all the rights granted to the predecessor Backup Servicer by this Agreement. None of the Backup Servicer, the Indenture Trustee, the Issuing Entity, the Administrator, the Trustee or any other Successor Backup Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Backup Servicer.

Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuing Entity in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuing Entity in its sole discretion, (B) Xxxxx’x shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified has advised the Issuing Entity and that the Indenture Trustee that such action termination of this Agreement will not result in a reduction downgrade or withdrawal of the then current rating of any Class of its ratings on the Notes or (C) CNH Global N.V.’s long term unsecured debt credit rating by Xxxxx’x rises to “Ba2” or higher. (b) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer may resign as Backup Servicer under this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice (“Resignation Notice”) to the Issuing Entity of such resignation. In the event that the Backup Servicer delivers a Resignation Notice pursuant to the foregoing sentence, the Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to appoint a replacement backup servicer as promptly as possible. If a successor Backup Servicer has not accepted appointment as the Successor Backup Servicer pursuant to Section 2.3(c) by the last day of such 120 day period, this Agreement shall terminate on the last day of such period. (c) The Issuing Entity may appoint a replacement backup servicer to serve as the backup servicer hereunder (a “Successor Backup Servicer”). Provided that the Successor Backup Servicer has executed a written assumption instrument acceptable to the Issuing Entity, the Successor Backup Servicer shall become the Backup Servicer hereunder effective on the date specified in such assumption instrument, which shall be a date not later than the day the predecessor Backup Servicer ceases to perform as Backup Servicer hereunder. The Successor Backup Servicer shall be the successor in all respects to the predecessor Backup Servicer (except with respect to responsibilities and obligations of the predecessor Backup Servicer set forth in Section 3.1) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Backup Servicer and shall be entitled to the Backup Servicing Fee and all the rights granted to the predecessor Backup Servicer by this Agreement. None of the Backup Servicer, the Indenture Trustee, the Issuing Entity, the Administrator, the Trustee or any other Successor Backup Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Backup Servicer.

Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuing Entity in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuing Entity in its sole discretion, (B) Xxxxx’x to the extent [ ] is hired by CNHCA to rate the Notes and is still rating such Notes, [ ] shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified the Issuing Entity and the Indenture Trustee that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes or (C) CNH Global N.V.’s long term unsecured debt credit rating by Xxxxx’x [ ] rises to [“Ba2” ”] or higher. (b) (i) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer shall not resign as Backup Servicer under this Agreement except upon its determination that the performance of its duties shall no longer be permissible under applicable law. Such resignation shall become effective upon 90 days from the date that notice of such resignation is given. In the event that the Backup Servicer resigns pursuant to this Section 2.3(b)(i), the Backup Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to find a replacement backup servicer and to appoint a replacement backup servicer as promptly as possible. (ii) Notwithstanding the foregoing, prior to the time the Backup Servicer receives a Transfer Notice: (A) The Backup Servicer may resign as Backup Servicer under this Agreement if (I) a replacement backup servicer has been selected by the Backup Servicer or the Issuing Entity, and, if selected by the Backup Servicer, the Depositor has consented in writing to such replacement backup servicer becoming a Successor Backup Servicer hereunder and (II) to the extent [ ] is hired by CNHCA to rate the Notes and is still rating such Notes, [ ] shall have been given at least 10 Business Days’ prior written notice thereof (the “[ ] Notice Period”). The Servicer will cooperate with the Issuing Entity, and take such actions as the Issuing Entity may reasonably request, to effect the replacement backup servicer’s appointment as Successor Backup Servicer pursuant to Section 2.3(c) within thirty (30) days of the expiration of the [ ] Notice Period; provided, however, that the Backup Servicer shall continue to perform all duties and obligations under this Agreement until such Successor Backup Servicer’s appointment is effective pursuant to Section 2.3(c). (B) The Backup Servicer may also resign as Backup Servicer under this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice (“Resignation Notice”) to the Issuing Entity of such resignation. In the event that the Backup Servicer delivers a Resignation Notice pursuant resignation if CNH Global N.V.’s long term unsecured debt credit rating by [ ] rises to the foregoing sentence, the Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to appoint a replacement backup servicer as promptly as possible. If a successor Backup Servicer has not accepted appointment as the Successor Backup Servicer pursuant to Section 2.3(c) by the last day of such 120 day period, this Agreement shall terminate on the last day of such period[“Ba2”] or higher. (c) The Issuing Entity may appoint a replacement backup servicer to serve as the backup servicer hereunder (a “Successor Backup Servicer”). Provided that the Successor Backup Servicer has executed a written assumption instrument acceptable to the Issuing Entity, the Successor Backup Servicer shall become the Backup Servicer hereunder effective on the date specified in such assumption instrument, which shall be a date not later than the day the predecessor Backup Servicer ceases to perform as Backup Servicer hereunder. The Successor Backup Servicer shall be the successor in all respects to the predecessor Backup Servicer (except with respect to responsibilities and obligations of the predecessor Backup Servicer set forth in Section 3.1) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Backup Servicer and shall be entitled to the Backup Servicing Fee and all the rights granted to the predecessor Backup Servicer by this Agreement. None of the Backup Servicer, the Indenture Trustee, the Issuing Entity, the Administrator, the Trustee or any other Successor Backup Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Backup Servicer.

Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuing Entity in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuing Entity in its sole discretion, (B) Xxxxx’x shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified the Issuing Entity and the Indenture Trustee that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes or (C) CNH Global N.V.’s long term unsecured debt credit rating by Xxxxx’x rises to [“Ba2” ”] or higher. (b) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer may resign as Backup Servicer under this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice (“Resignation Notice”) to the Issuing Entity of such resignation. In the event that the Backup Servicer delivers a Resignation Notice pursuant to the foregoing sentence, the Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to appoint a replacement backup servicer as promptly as possible. If a successor Backup Servicer has not accepted appointment as the Successor Backup Servicer pursuant to Section 2.3(c) by the last day of such 120 day period, this Agreement shall terminate on the last day of such period. (c) The Issuing Entity may appoint a replacement backup servicer to serve as the backup servicer hereunder (a “Successor Backup Servicer”). Provided that the Successor Backup Servicer has executed a written assumption instrument acceptable to the Issuing Entity, the Successor Backup Servicer shall become the Backup Servicer hereunder effective on the date specified in such assumption instrument, which shall be a date not later than the day the predecessor Backup Servicer ceases to perform as Backup Servicer hereunder. The Successor Backup Servicer shall be the successor in all respects to the predecessor Backup Servicer (except with respect to responsibilities and obligations of the predecessor Backup Servicer set forth in Section 3.1) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Backup Servicer and shall be entitled to the Backup Servicing Fee and all the rights granted to the predecessor Backup Servicer by this Agreement. None of the Backup Servicer, the Indenture Trustee, the Issuing Entity, the Administrator, the Trustee or any other Successor Backup Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Backup Servicer.

Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuing Entity in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuing Entity in its sole discretion, (B) Xxxxx’x to the extent [ ] is hired by CNHICA to rate the Notes and is still rating such Notes, [ ] shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified the Issuing Entity and the Indenture Trustee that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes or (C) CNH Global Industrial N.V.’s long term unsecured debt credit rating by Xxxxx’x [ ] rises to [“Ba2” ”] or higher. (b) (i) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer shall not resign as Backup Servicer under this Agreement except upon its determination that the performance of its duties shall no longer be permissible under applicable law. Such resignation shall become effective upon 90 days from the date that notice of such resignation is given. In the event that the Backup Servicer resigns pursuant to this Section 2.3(b)(i), the Backup Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to find a replacement backup servicer and to appoint a replacement backup servicer as promptly as possible. (ii) Notwithstanding the foregoing, prior to the time the Backup Servicer receives a Transfer Notice: (A) The Backup Servicer may resign as Backup Servicer under this Agreement if (I) a replacement backup servicer has been selected by the Backup Servicer or the Issuing Entity, and, if selected by the Backup Servicer, the Depositor has consented in writing to such replacement backup servicer becoming a Successor Backup Servicer hereunder and (II) to the extent [ ] is hired by CNHICA to rate the Notes and is still rating such Notes, [ ] shall have been given at least 10 Business Days’ prior written notice thereof (the “[ ] Notice Period”). The Servicer will cooperate with the Issuing Entity, and take such actions as the Issuing Entity may reasonably request, to effect the replacement backup servicer’s appointment as Successor Backup Servicer pursuant to Section 2.3(c) within thirty (30) days of the expiration of the [ ] Notice Period; provided, however, that the Backup Servicer shall continue to perform all duties and obligations under this Agreement until such Successor Backup Servicer’s appointment is effective pursuant to Section 2.3(c). (B) The Backup Servicer may also resign as Backup Servicer under this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice (“Resignation Notice”) to the Issuing Entity of such resignation. In the event that the Backup Servicer delivers a Resignation Notice pursuant resignation if CNH Industrial N.V.’s long term unsecured debt credit rating by [ ] rises to the foregoing sentence, the Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to appoint a replacement backup servicer as promptly as possible. If a successor Backup Servicer has not accepted appointment as the Successor Backup Servicer pursuant to Section 2.3(c) by the last day of such 120 day period, this Agreement shall terminate on the last day of such period[ ] or higher. (c) The Issuing Entity may appoint a replacement backup servicer to serve as the backup servicer hereunder (a “Successor Backup Servicer”). Provided that the Successor Backup Servicer has executed a written assumption instrument acceptable to the Issuing Entity, the Successor Backup Servicer shall become the Backup Servicer hereunder effective on the date specified in such assumption instrument, which shall be a date not later than the day the predecessor Backup Servicer ceases to perform as Backup Servicer hereunder. The Successor Backup Servicer shall be the successor in all respects to the predecessor Backup Servicer (except with respect to responsibilities and obligations of the predecessor Backup Servicer set forth in Section 3.1) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Backup Servicer and shall be entitled to the Backup Servicing Fee and all the rights granted to the predecessor Backup Servicer by this Agreement. None of the Backup Servicer, the Indenture Trustee, the Issuing Entity, the Administrator, the Trustee or any other Successor Backup Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Backup Servicer.

Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuing Entity in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuing Entity in its sole discretion, (B) Xxxxx’x shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified the Issuing Entity and the Indenture Trustee that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes or (C) CNH Global N.V.’s long term unsecured debt credit rating by Xxxxx’x rises to “Ba2” or higher. (b) (i) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer shall not resign as Backup Servicer under this Agreement except upon its determination that the performance of its duties shall no longer be permissible under applicable law. Such resignation shall become effective upon 90 days from the date that notice of such resignation is given. In the event that the Backup Servicer resigns pursuant to this Section 2.3(b)(i), the Backup Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to find a replacement backup servicer and to appoint a replacement backup servicer as promptly as possible. (ii) Notwithstanding the foregoing, prior to the time the Backup Servicer receives a Transfer Notice: (A) The Backup Servicer may resign as Backup Servicer under this Agreement if (I) a replacement backup servicer has been selected by the Backup Servicer or the Issuing Entity, and, if selected by the Backup Servicer, the Depositor has consented in writing to such replacement backup servicer becoming a Successor Backup Servicer hereunder and (II) Xxxxx’x shall have been given at least 10 Business Days’ prior written notice thereof (the “Xxxxx’x Notice Period”). The Servicer will cooperate with the Issuing Entity, and take such actions as the Issuing Entity may reasonably request, to effect the replacement backup servicer’s appointment as Successor Backup Servicer pursuant to Section 2.3(c) within thirty (30) days of the expiration of the Xxxxx’x Notice Period; provided, however, that the Backup Servicer shall continue to perform all duties and obligations under this Agreement until such Successor Backup Servicer’s appointment is effective pursuant to Section 2.3(c). (B) The Backup Servicer may also resign as Backup Servicer under this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice (“Resignation Notice”) to the Issuing Entity of such resignation. In the event that the Backup Servicer delivers a Resignation Notice pursuant resignation if CNH Global N.V.’s long term unsecured debt credit rating by Xxxxx’x rises to the foregoing sentence, the Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to appoint a replacement backup servicer as promptly as possible. If a successor Backup Servicer has not accepted appointment as the Successor Backup Servicer pursuant to Section 2.3(c) by the last day of such 120 day period, this Agreement shall terminate on the last day of such period“Ba2” or higher. (c) The Issuing Entity may appoint a replacement backup servicer to serve as the backup servicer hereunder (a “Successor Backup Servicer”). Provided that the Successor Backup Servicer has executed a written assumption instrument acceptable to the Issuing Entity, the Successor Backup Servicer shall become the Backup Servicer hereunder effective on the date specified in such assumption instrument, which shall be a date not later than the day the predecessor Backup Servicer ceases to perform as Backup Servicer hereunder. The Successor Backup Servicer shall be the successor in all respects to the predecessor Backup Servicer (except with respect to responsibilities and obligations of the predecessor Backup Servicer set forth in Section 3.1) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Backup Servicer and shall be entitled to the Backup Servicing Fee and all the rights granted to the predecessor Backup Servicer by this Agreement. None of the Backup Servicer, the Indenture Trustee, the Issuing Entity, the Administrator, the Trustee or any other Successor Backup Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Backup Servicer.