Common use of Effects of Termination of Servicer Clause in Contracts

Effects of Termination of Servicer. (a) Upon the appointment of the successor Servicer, the predecessor Servicer shall immediately remit any Scheduled Payments, Final Scheduled Payments, Liquidation Proceeds or other payments that it may receive pursuant to any Contract or otherwise to the successor Servicer for the benefit of the Indenture Trustee on behalf of the Noteholders after such date of appointment. (b) Subject to Section 6.02 hereof, after the delivery of a Servicer Termination Notice, the predecessor Servicer shall have no further rights or obligations with respect to the management or servicing of the Pledged Property or the enforcement, custody or collection of the Contracts, and the successor Servicer shall have all of such obligations, except that the predecessor Servicer will transmit or cause to be transmitted directly to the successor Servicer for the benefit of the Noteholders, promptly upon receipt and in the same form in which received, any amounts held by the predecessor Servicer (properly endorsed where required for the successor Servicer to collect them) received as payments upon or otherwise in connection with the Contracts. The predecessor Servicer's indemnification obligations pursuant to Section 5.01 hereof will survive the termination or resignation of the predecessor Servicer but will not extend to any acts or omissions of a successor Servicer. (c) An Event of Servicing Termination shall not affect the rights and duties of the parties hereunder (including, but not limited to, the obligations and indemnities of the Servicer pursuant to Article IV of the Indenture and Section 5.01 hereof) other than those relating to the management, servicing, custody or collection of the Contracts.

Effects of Termination of Servicer. (a) Upon the appointment of the successor Servicer, the predecessor terminated Servicer shall hold in trust for the Trustee and immediately remit any Scheduled Payments, Final Scheduled Residual Receipts, Recoveries, Overdue Payments, Liquidation Proceeds or other payments Security Deposit, Insurance Proceeds, [Total Payoff amounts], Advance Payments, Prepayment Amounts, and proceeds of any Related Security that it may receive pursuant to any Contract Contract, any Broker Agreement, Insurance Policy or otherwise to the successor Servicer for the benefit of the Indenture Trustee on behalf of the Noteholders after such date of appointmentTrustee; provided, that amounts representing Security Deposits shall be remitted as required by paragraph (b) below. (b) Subject to Section 6.02 hereof, after After the delivery of a Servicer Termination Notice, the predecessor terminated Servicer shall have no further rights or obligations with respect to the management management, administration or servicing of the Pledged Property any Series Trust Estate or the enforcement, custody or collection of the Contracts, and the successor Servicer shall have all of such obligations, except that the predecessor terminated Servicer will transmit or cause to be transmitted directly to the successor Servicer for the benefit of the Noteholders, Trustee (i) promptly upon receipt and in the same form in which received, any amounts held or received by the predecessor former Servicer (properly endorsed where required for the successor Servicer to collect them) received as payments upon or otherwise in connection with the ContractsContracts or any Series Trust Estate and (ii) when and as required by Section 6.14 hereof, amounts representing Security Deposits. The predecessor terminated Servicer's indemnification obligations pursuant to Section 5.01 8.01 hereof will survive its termination as the termination or resignation of the predecessor Servicer hereunder but will not extend to any acts or omissions of a any successor Servicer.. 51 57 (c) An Event of Servicing Termination shall not affect Notwithstanding Section 9.05(b) hereof, it is hereby agreed by the rights and duties parties hereto that unless the Originator is Servicer, hereunder, the Obligors, upon the request of the parties hereunder (includingTrustee, but not limited toshall instruct the Originator pursuant to the Master Sale Agreement to exercise any rights under any Contract or guaranty thereof, Insurance Policy for the obligations and indemnities benefit of the Servicer pursuant to Article IV of Trustee and the Indenture and Section 5.01 hereof) other than those relating to the management, servicing, custody or collection of the Contractsrelated Series Secured Parties.

Effects of Termination of Servicer. (a) Upon the appointment of the successor Successor Servicer, the predecessor Servicer shall immediately remit any Scheduled Payments, Final Scheduled Payments, Liquidation Proceeds Rents or other payments that it may receive has received or receives pursuant to any Contract Lease or otherwise to the successor Successor Servicer for the benefit of the Indenture Trustee on behalf of Agent and the Noteholders Company after such date of appointment. (b) Subject to Section 6.02 hereof, after After the delivery of a Servicer Termination NoticeNotice and appointment of a Successor Servicer, the predecessor former Servicer shall have no further rights or obligations with respect to the management or servicing of the Pledged Property Leases or the enforcement, custody or collection of the ContractsLeases, and the successor Successor Servicer shall have all of such obligations, except that the predecessor former Servicer will transmit or cause to be transmitted directly to the successor Successor Servicer for the benefit of the NoteholdersHolders, promptly upon receipt and in the same form in which received, any amounts held by the predecessor former Servicer (properly endorsed where required for the successor Successor Servicer to collect them) received as payments upon or otherwise in connection with the ContractsLeases and the Railcars. The predecessor former Servicer's ’s indemnification obligations pursuant to Section 5.01 hereof 5.03 will survive the termination or resignation of the predecessor Servicer hereunder but will not extend to any acts or omissions of a successor Successor Servicer. (c) An A Servicer Event of Servicing Termination shall not affect the rights and duties of the parties hereunder (including, but not limited to, the obligations and indemnities of the Servicer pursuant to Article IV of the Indenture and Section 5.01 hereof5.03) other than those relating to the management, servicing, custody or collection of the ContractsLeases and the Railcars. (d) The predecessor Servicer shall defend, indemnify and hold the Successor Servicer and any officers, directors, employees or agents of the Successor Servicer harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees, and expenses that the Successor Servicer may sustain in connection with the claims asserted at any time by third parties against the Successor Servicer which result from (i) any willful, bad faith or grossly negligent act taken or omission by the predecessor Servicer or (ii) a breach by the predecessor Servicer of an express obligation of the Servicer hereunder. The indemnification provided by this Section 6.03(d) shall survive the termination of this Agreement. (e) The Successor Servicer will not be responsible for delays attributable to the predecessor Servicer’s failure to deliver information, defects in the information supplied by the terminated Servicer or other circumstances beyond the control of the Successor Servicer. The Successor Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Successor Servicer acting reasonably and in accordance with information prepared or supplied by a Person other than the Successor Servicer or the failure of any such Person to prepare or provide such information. The Successor Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the terminated Servicer, or for any inaccuracy or omission in a notice or communication received by the Successor Servicer from any third party or (ii) which is due to or results from the invalidity or unenforceability of any Lease under applicable law or the breach or the inaccuracy of any representation or warranty made by the terminated Servicer. The Successor Servicer shall not be liable for any acts or omissions of the Servicer occurring prior to such Servicer transfer or for any breach by the Servicer of any of its representations and warranties contained herein or in any related document or agreement. Notwithstanding anything contained in this Agreement to the contrary, the Successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the terminated Servicer relating to the Leases and the Railcars (collectively, the ÒPredecessor Servicer Work ProductÓ) without any audit or other examination thereof, and the Successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, ÒErrorsÓ) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Successor Servicer making or continuing any Errors (collectively, ÒContinued ErrorsÓ), the Successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Successor Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Successor Servicer becomes aware of Errors or Continued Errors, the Successor Servicer shall, with the prior consent of the Agent, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor Servicer shall be entitled to recover its costs thereby expended in accordance with in accordance with the Section 3.2 and 7.3, as applicable, of the Security Agreement.

Effects of Termination of Servicer. (a) Upon the appointment of the successor Servicer, the predecessor Servicer shall immediately remit any Scheduled Payments, Final Scheduled Lease Payments, Liquidation Proceeds Residual Receipts, Defaulted Residual Receipts or other payments Overdue Payments that it may receive pursuant to any Contract Lease or otherwise to the successor Servicer for the benefit of the Indenture Trustee on behalf of the Noteholders Trust after such date of appointment. (b) Subject to Section 6.02 hereof, after After the delivery of a Servicer Termination Notice, the predecessor former Servicer shall have no further rights or obligations with respect to the management or servicing of the Pledged Transferred Property or the enforcement, custody or collection of the ContractsLeases, and the successor Servicer shall have all of such obligations, except that the predecessor former Servicer will transmit or cause to be transmitted directly to the successor Servicer for the benefit of the NoteholdersTrust, promptly upon receipt and in the same form in which received, any amounts held by the predecessor former Servicer (properly endorsed where required for the successor Servicer to collect them) received as payments upon or otherwise in connection with the ContractsLeases. The predecessor former Servicer's indemnification obligations pursuant to Section 5.01 9.04 hereof will survive the termination or resignation of the predecessor Servicer hereunder but will not extend to any acts or omissions of a successor Servicer. (c) Notwithstanding Section 10.05(b) hereof, the Servicer hereby agrees that in the event that it no longer continues to perform as Servicer hereunder, the Servicer will instruct the Contributor pursuant to the Contribution Agreement to exercise any rights under any Lease or guaranty thereof or Insurance Policy for the benefit of the Trustee, the Trust and the Certificateholders upon the request of the Trustee. (d) An Event of Servicing Termination shall not affect the rights and duties of the parties hereunder (including, but not limited to, the obligations and indemnities of the Servicer pursuant to Article IV of the Indenture VII, 9.01 and Section 5.01 11.08 hereof) other than those relating to the management, servicing, custody or collection of the ContractsLeases. 74 80 ARTICLE XI.

Effects of Termination of Servicer. (a) Upon the appointment of the successor Servicer, the predecessor Servicer shall immediately remit any Scheduled Payments, Final Scheduled Lease Payments, Liquidation Proceeds Residual Receipts, Defaulted Residual Receipts or other payments Overdue Payments that it may receive pursuant to any Contract Lease or otherwise to the successor Servicer for the benefit of the Indenture Trustee on behalf of the Noteholders Trust after such date of appointment. (b) Subject to Section 6.02 hereof, after After the delivery of a Servicer Termination Notice, the predecessor former Servicer shall have no further rights or obligations with respect to the management or servicing of the Pledged Transferred Property or the enforcement, custody or collection of the ContractsLeases, and the successor Servicer shall have all of such obligations, except that the predecessor former Servicer will transmit or cause to be transmitted directly to the successor Servicer for the benefit of the NoteholdersTrust, promptly upon receipt and in the same form in which received, any amounts held by the predecessor former Servicer (properly endorsed where required for the successor Servicer to collect them) received as payments upon or otherwise in connection with the ContractsLeases. The predecessor former Servicer's indemnification obligations pursuant to Section 5.01 9.04 hereof will survive the termination or resignation of the predecessor Servicer hereunder but will not extend to any acts or omissions of a successor Servicer. (c) An Event of Servicing Termination shall not affect Notwithstanding Section 10.05(b) hereof, the Servicer hereby agrees that in the event that it no longer continues to perform as Servicer hereunder, the Servicer will instruct First Sierra pursuant to the Sale Agreement to exercise any rights and duties under any Lease or guaranty thereof or Insurance Policy for the benefit of the parties hereunder (including, but not limited toTrustee, the obligations Trust and indemnities the Certificateholders upon the request of the Servicer pursuant to Article IV of the Indenture and Section 5.01 hereof) other than those relating to the management, servicing, custody or collection of the ContractsTrustee.