Common use of Servicer Events of Default Clause in Contracts

Servicer Events of Default. If a Servicer Event of Default has occurred and is continuing, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII hereof.

Servicer Events of Default. If The following events and conditions shall constitute Servicer Events of Default hereunder: (i) failure on the part of the Servicer to deposit to the Collection Account or other applicable account within three Business Days following the receipt thereof any monies received by the Servicer (including, without limitation, any Lease Payments and any Non-Performing Lease Payments) and required to be deposited hereunder; (ii) so long as the Seller is the Servicer hereunder, failure on the part of the Seller to pay to the Trustee on the date when due in accordance with the terms hereof, any payment required to be made by the Seller pursuant to Section 4 hereof; (iii) failure on the part of either the Servicer or (so long as the Seller is the Servicer) the Seller to observe or perform in any material respect any other of their respective covenants or agreements in this Sales and Servicing Agreement which failure continues unremedied for a period of 30 days after the earlier of (A) the date it first becomes known to any officer of the Seller or the Servicer, as the case may be, and (B) the date on which written notice thereof requiring the same to be remedied shall have been given to the Seller or the Servicer, as the case may be, by the Trustee, or to the Seller or the Servicer, as the case may be, and the Trustee by any holder of the Notes; (iv) if any representation or warranty made by the Seller in this Sales and Servicing Agreement or in any certificate or other writing delivered pursuant hereto or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; provided, however, that the breach of any representation or warranty made by the Seller or Servicer in this Sales and Servicing Agreement will be deemed to be "material" only if it affects the Noteholders, the enforceability of the Indenture or of the Notes and provided, further, that a material breach of any representation or warranty made by the Servicer in this Sales and Servicing Agreement with respect to any of the Leases or the Equipment subject thereto will not constitute a Servicer Event of Default has occurred if the Seller repurchases such Lease and is continuing, Equipment in accordance with this Sales and Servicing Agreement. (v) the Trustee shall, upon entry by a court having jurisdiction in the written request premises of (A) a decree or order for relief in respect of the Insurer Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (so long B) a decree or order adjudging the Servicer bankrupt or insolvent, or approving as no Insurer Default has occurred and is continuing ) properly filed a petition seeking reorganization, arrangement, adjustment, or the holders composition of 66-2/3% or in respect of the then Outstanding Principal Amount Servicer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Notes Servicer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (if an Insurer Default has occurred and is continuing), give notice in writing to vi) the commencement by the Servicer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the termination consent by it to the entry of all a decree or order for relief in respect of the rights and Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the failure by the Servicer to pay its debts generally as they become due, or the taking of corporate action by the Servicer in furtherance of any such action; (vii) the failure of the Servicer to make one or more payments due with respect to aggregate recourse debt or other obligations exceeding $1,000,000, or the occurrence of any event or the existence of any condition, the effect of which event or condition is to cause (or permit one or more persons to cause) more than $1,000,000 of aggregate recourse debt or other obligations of the Servicer under to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment so long as such failure, event or condition shall be continuing and shall not have been waived by the Assignment Person or Persons entitled to performance; or (viii) a final judgment or judgments (or decrees or orders) for the payment of money aggregating in excess of $1,000,000 and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving any one of such written notice, all rights judgments (or decrees or orders) has remained unsatisfied and obligations in effect for any period of the Servicer under the Assignment and Servicing Agreement, including, 60 consecutive days without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none a stay of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII hereofexecution.

Servicer Events of Default. If a Servicer Event of Default has shall have occurred and is be continuing, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing)Notes, give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment Sales and Servicing Agreement (but none of IOS CapitalCopelco's obligations pursuant to Section 5 4 of the Assignment Sales and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment Sales and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment Sales and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII Seven hereof.

Servicer Events of Default. If a Servicer Event of Default has shall have occurred and is be continuing, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing)Notes, give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of IOS CapitalCopelco's obligations pursuant to Section 5 4 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII Seven hereof.

Servicer Events of Default. If a Servicer Event of Default has occurred shall occur and is be continuing, then, and in each and every such case, so long as an Servicer Event of Default shall not have been remedied within the applicable grace period, the Trustee or the Depositor, upon receipt of notice or actual knowledge (the Master Servicer must notify the Trustee and Depositor if it has notice or knowledge of a Servicer Event of Default), may, and at the written direction of the Holders of Certificates evidencing Voting Rights aggregating not less than 51%, shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the by notice then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), give notice given in writing to the Servicer of the termination of Servicer, terminate all of the rights and obligations of the Servicer as servicer under the Assignment Servicing Agreement. Any such notice to the Servicer shall also be given to the Rating Agencies, the Master Servicer, the Depositor, the Securities Administrator and the Seller. The Trustee or the Depositor, upon a Responsible Officer having actual knowledge of such default, shall deliver a written notice to the Servicer of the Servicer Event of Default on any Servicer Remittance Date (after the applicable grace period) on which the Servicer fails to make any deposit or payment required pursuant to the Servicing Agreement (including but none of IOS Capital's obligations not limited to Advances to the extent required pursuant to Section 5 of the Assignment and Servicing Agreement). Pursuant to the Servicing Agreement, which shall survive such termination). On and on or after the giving receipt by the Servicer (and by the Trustee or the Depositor if such notice is given by the Holders) of such written notice, all rights authority and obligations power of the Servicer under the Assignment and Servicing Agreement, including, without limitation, with respect to the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereofMortgage Loans or otherwise, shall pass to, to and be vested in, and be assumed by in the Trustee, Master Servicer and the Trustee shall be Master Servicer is hereby authorized to, and shall, empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination notice of termination, whether to complete the transfer and endorsement of such passing, vesting, each Mortgage Loan and assumption; provided that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for related documents or with respect to the Trustee, including without limitation those set forth in Article VIII hereofotherwise.

Servicer Events of Default. If The following events and conditions shall constitute Servicer Events of Default hereunder: (i) failure on the part of the Servicer to deposit to the Collection Account, Residual Account or other applicable account in accordance with the terms of the Indenture within three Business Days following the receipt thereof any monies received by the Servicer (including, without limitation, any Lease Payments and any Non-Performing Lease Payments) and required to be deposited hereunder; (ii) so long as the Transferor is the Servicer hereunder, failure on the part of the Transferor to pay to the Trustee on the date when due in accordance with the terms hereof, any payment required to be made by the Transferor pursuant to Section 4 hereof; (iii) failure on the part of either the Servicer or (so long as the Transferor is the Servicer) the Transferor to observe or perform in any material respect any other of their respective covenants or agreements in this Assignment and Servicing Agreement which failure continues unremedied for a period of 30 days after the earlier of (A) the date it first becomes known to any officer of the Transferor or the Servicer, as the case may be, and (B) the date on which written notice thereof requiring the same to be remedied shall have been given to the Transferor or the Servicer, as the case may be, by the Trustee, or to the Transferor or the Servicer, as the case may be, and the Trustee by any holder of the Notes; (iv) if any representation or warranty made by the Transferor in this Assignment and Servicing Agreement or in any certificate or other writing delivered pursuant hereto or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; provided, however, that the breach of any representation or warranty made by the Transferor or Servicer in this Assignment and Servicing Agreement will be deemed to be "material" only if it affects the Noteholders, the enforceability of the Indenture or of the Notes; and provided, further, that a material breach of any representation or warranty made by the Transferor in this Assignment and Servicing Agreement with respect to any of the Leases or the Equipment subject thereto will not constitute a Servicer Event of Default has occurred if the Transferor purchases such Lease and is continuing, Equipment in accordance with this Assignment and Servicing Agreement; (v) the Trustee shall, upon entry by a court having jurisdiction in the written request premises of (A) a decree or order for relief in respect of the Insurer Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (so long B) a decree or order adjudging the Servicer bankrupt or insolvent, or approving as no Insurer Default has occurred and is continuing ) properly filed a petition seeking reorganization, arrangement, adjustment, or the holders composition of 66-2/3% or in respect of the then Outstanding Principal Amount Servicer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Notes Servicer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (if an Insurer Default has occurred and is continuing), give notice in writing to vi) the commencement by the Servicer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the termination consent by it to the entry of all a decree or order for relief in respect of the rights and Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the failure by the Servicer to pay its debts generally as they become due, or the taking of corporate action by the Servicer in furtherance of any such action; (vii) the failure of the Servicer to make one or more payments due with respect to aggregate recourse debt or other obligations exceeding $5,000,000, or the occurrence of any event or the existence of any condition, the effect of which event or condition is to cause (or permit one or more persons to cause) more than $5,000,000 of aggregate recourse debt or other obligations of the Servicer under to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment so long as such failure, event or condition shall be continuing and shall not have been waived by the Assignment Person or Persons entitled to performance; or (viii) a final judgment or judgments (or decrees or orders) for the payment of money aggregating in excess of $5,000,000 and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving any one of such written notice, all rights judgments (or decrees or orders) has remained unsatisfied and obligations in effect for any period of the Servicer under the Assignment and Servicing Agreement, including, 60 consecutive days without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none a stay of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII hereofexecution.

Servicer Events of Default. (a) If a Servicer Event of Default has occurred described in the Servicing Agreement shall occur, then, and is continuingin each and every such case, the Trustee shall, upon the written request of the Insurer (so long as no Insurer the Servicer Event of Default has occurred and is continuing ) shall not have been remedied, the Depositor or the holders Trustee may, and the Trustee shall (i) if the Servicer Event of 66-2/3Default occurs as a result of the Servicer’s failure to make a required P&I Advance, or (ii) at otherwise the written direction of the Holders of Certificates entitled to at least 51% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing)Voting Rights, give by notice in writing to the defaulting Servicer of (and to the termination of Depositor if given by the Trustee or to the Trustee if given by the Depositor) with a copy to the Master Servicer and each Rating Agency, terminate all of the rights and obligations of the defaulting Servicer in its capacity as the Servicer under the Assignment and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 of the Assignment and Servicing Agreement, to the extent permitted by law, and in and to the related Mortgage Loans and the proceeds thereof. If the Servicer Event of Default occurs as a result of the Servicer’s failure to make a required P&I Advance which shall survive such termination)failure is not remedied within the time frame set forth in the Servicing Agreement, the Trustee shall, by notice in writing to the defaulting Servicer, the Depositor and the Master Servicer, terminate all of the rights and obligations of the defaulting Servicer in its capacity as the Servicer under the Servicing Agreement and in and to the related Mortgage Loans and the proceeds thereof. On and Subject to Section 8.02 of this Agreement, on or after the giving receipt by the defaulting Servicer of such written notice, all rights authority and obligations power of the defaulting Servicer under the Assignment Servicing Agreement whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and Servicing Agreementbe vested in the Master Servicer, includingpursuant to and under this Section, and, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Master Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, is hereby authorized and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicerempowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf of and at the expense of the defaulting Servicer, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination notice of termination, whether to complete the transfer and endorsement or assignment of the related Mortgage Loans and related documents, or otherwise. The Servicer shall cooperate with the Master Servicer or other successor servicer in connection with the transfer of servicing to such successor servicer in accordance with the Servicing Agreement. The Servicer shall continue to be entitled to receive all amounts accrued or owing to it under the Servicing Agreement on or prior to the date of such passingtermination, vestingwhether in respect of P&I Advances, Servicing Advances, accrued and assumption; provided that in performing unpaid Servicing Fees or otherwise, notwithstanding any such termination, with respect to events occurring prior to such termination). Reimbursement of uxxxxxxxxxxx X&X Advances, Servicing Advances and accrued and unpaid Servicing Fees shall be made on a first in, first out (“FIFO”) basis no later than the duties Servicer Remittance Date. For purposes of this Section 8.01(a), the Trustee shall not be deemed to have knowledge of the Servicer -------- under the Assignment and Servicing Agreement Event of Default unless a Responsible Officer of the Trustee shall at all times be deemed assigned to be acting as and working in the Trustee’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such the Servicer Event of Default is received by the Trustee hereunder at its Corporate Trust Office and such notice references the Certificates, the Trust or this Agreement. The Trustee shall promptly notify the Master Servicer and the Rating Agencies of the occurrence of the Servicer Event of Default of which it has knowledge as provided above. The Master Servicer shall be entitled to be reimbursed by the full benefit defaulting Servicer (or from amounts on deposit in the Distribution Account if the defaulting Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of all servicing from the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trusteedefaulting Servicer, including without limitation those set forth limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in Article VIII hereofthe servicing data or otherwise to enable the Master Servicer to service the related Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses.

Servicer Events of Default. If a Servicer Event of Default has shall have occurred and is be continuing, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing)Notes, give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of IOS CapitalCopelco's obligations pursuant to Section 5 4 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided PROVIDED that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII Seven hereof.

Servicer Events of Default. If a Servicer Event of Default has shall have occurred and is be continuing, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing)Notes, give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment Sales and Servicing Agreement (but none of IOS CapitalCopelco's obligations pursuant to Section 5 of the Assignment Sales and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment Sales and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 5 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment Sales and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII Seven hereof.

Servicer Events of Default. If a Servicer Event of Default has shall have occurred and is be continuing, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing)Notes, give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 4 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII Seven hereof.

Servicer Events of Default. If a Servicer Event of Default has occurred and is continuing, [the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or or] the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes [(if an Insurer Default has occurred and is continuing)], give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties -------- of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII hereof.

Servicer Events of Default. If a Servicer Event of Default has occurred and is continuingcontinuing or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectively, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer Servicer's obligations pursuant to Section 4 thereofthereof incurred by the Servicer prior to the date of such transfer, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including including, without limitation limitation, those set forth in Article VIII hereof.

Servicer Events of Default. If a Servicer Event of Default has occurred and is continuingcontinuing or, if and so long as IOS Capital is the Servicer, the senior long-term senior debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectively, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including including, without limitation limitation, those set forth in Article VIII hereof.

Servicer Events of Default. If a The following events and conditions shall constitute Servicer Event Events of Default has occurred and is continuing, hereunder: (i) failure on the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), give notice in writing to the Servicer of the termination of all of the rights and obligations part of the Servicer under to deposit to the Assignment and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 Collection Account, Residual Account or other applicable account in accordance with the terms of the Assignment and Servicing Agreement, which shall survive such termination). On and after Indenture within three Business Days following the giving of such written notice, all rights and obligations of receipt thereof any monies received by the Servicer under the Assignment and Servicing Agreement, (including, without limitation, any Lease Payments and any Non-Performing Lease Payments) and required to be deposited hereunder; (ii) so long as the Servicer's right thereunder to receive Transferor is the Servicing FeeServicer hereunder, but none failure on the part of the Servicer obligations Transferor to pay to the Trustee on the date when due in accordance with the terms hereof, any payment required to be made by the Transferor pursuant to Section 4 thereofhereof; (iii) failure on the part of either the Servicer or (so long as the Transferor is the Servicer) the Transferor to observe or perform in any material respect any other of their respective covenants or agreements in this Assignment and Servicing Agreement which failure continues unremedied for a period of 30 days after the earlier of (A) the date it first becomes known to any officer of the Transferor or the Servicer, shall pass to, be vested inas the case may be, and (B) the date on which written notice thereof requiring the same to be assumed remedied shall have been given to the Transferor or the Servicer, as the case may be, by the Trustee, and or to the Trustee shall be authorized to, and shall, execute and deliver, on behalf of Transferor or the Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsthe case may be, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in performing the duties Trustee by any holder of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII hereof.Notes;

Servicer Events of Default. If a Servicer Event of Default has occurred and is continuing, the Trustee shall, upon the written request of the Insurer (so long as no Insurer Default has occurred and is continuing ) or the holders of 66-2/3% of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), give notice in writing to the Servicer of the termination of all of the rights and obligations of the Servicer under the Assignment and Servicing Agreement (but none of IOS Capital's obligations pursuant to Section 5 of the Assignment and Servicing Agreement, which shall survive such termination). On and after the giving of such written notice, all rights and obligations of the Servicer under the Assignment and Servicing Agreement, including, without limitation, the Servicer's right thereunder to receive the Servicing Fee, but none of the Servicer obligations pursuant to Section 4 thereof, shall pass to, be vested in, and be assumed by the Trustee, and the Trustee shall be authorized to, and shall, execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and of such passing, vesting, and assumption; provided that in -------- performing the duties of the Servicer -------- under the Assignment and Servicing Agreement the Trustee shall at all times be deemed to be acting as the Trustee hereunder and shall be entitled to the full benefit of all the protections, benefits, immunities and indemnities provided in this Indenture for or with respect to the Trustee, including without limitation those set forth in Article VIII hereof.