Common use of Servicer to Act on Behalf of Trustee Clause in Contracts

Servicer to Act on Behalf of Trustee. (a) In addition to the duties of the Servicer set forth in this Agreement or any of the other Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Titling Trust or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Titling Trust or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Titling Trust to take pursuant to this Agreement or any of the Basic Documents. In accordance with the directions of the Titling Trust or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral as are not covered by any of the foregoing provisions and as are expressly requested by the Titling Trust or the Owner Trustee and are reasonably within the capability of the Servicer. (b) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Administrative Agent in the event that any withholding tax is imposed on the Titling Trust’s payments (or allocations of income) to any Certificateholder (as defined in the Titling Trust Agreement) as contemplated by this Agreement or any other Basic Document. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Administrative Agent pursuant to such provision. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Titling Trust and shall be, in the Servicer’s opinion, no less favorable to the Titling Trust in any material respect. (d) The Servicer shall prepare and file, on behalf of APGO and the Titling Trust, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Titling Trust as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by APGO or the Servicer. (e) Notwithstanding the foregoing, with respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Section 2.12 unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Administrative Agent and the Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Owner Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (A) the amendment of or any supplement to the Credit and Security Agreement; (B) the initiation of any claim or lawsuit by the Titling Trust and the compromise of any action, claim or lawsuit brought by or against the Titling Trust (other than in connection with the collection of the Lease Agreements or liquidation of the Leased Vehicles); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; and (D) the removal of, and appointment of a successor, Collateral Agent. (f) The Servicer shall identify from time to time all (i) UCC financing statements reflecting certain interests in Lease Agreements allocated to a particular Pool and all related rights, (ii) periodic sales and use Tax, income or franchise Tax or property (real or personal) Tax reports for the Titling Trust and the Owner Trustee, (iii) periodic renewals of licenses and permits, (iv) periodic renewals of qualifications to act as a statutory trust and trustee of a statutory trust and (v) other periodic governmental filings, returns, registrations or approvals (items (i) through (v), collectively, “Filings”) arising with respect to or required of the Owner Trustee or the Titling Trust, including (in the ease of clauses (iii) and (v)) such licenses, permits and other Filings as are required for the Titling Trust or the Owner Trustee on behalf of the Titling Trust, as the case may be, to originate and accept assignments of Lease Agreements or Leased Vehicles and to be identified and maintained as the owner of the Leased Vehicles on the related Certificates of Title, as contemplated by Sections 2.4 and 2.5(a). The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Titling Trust or the Owner Trustee in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the Settlor, the Owner Trustee or the Titling Trust, shall timely prepare and file or cause to be filed, with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required to be paid in connection with the foregoing. In connection with the foregoing, the Titling Trust grants to the Servicer such authority, and will, from time to time, execute and deliver to the Servicer any necessary power of attorney (including a Power of Attorney), as it may require, to effect each such Filing or ancillary undertaking. If the Servicer receives notice, or has actual knowledge, of material non-compliance with any Filing requirement, it shall promptly so notify the Owner Trustee and take all required action to rectify such noncompliance. Notwithstanding the foregoing, the Servicer shall not be required to perform any of the actions specified in this Section in connection with any requirements that may be applicable to any Co-Trustee (except to the extent provided for in an applicable Co-Trustee Agreement to which the Servicer is a party), separate trustee or nominee of the Titling Trust.

Servicer to Act on Behalf of Trustee. (a) In addition to the duties of the Servicer set forth in this Agreement or any of the other Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Titling Trust or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Titling Trust or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Titling Trust to take pursuant to this Agreement or any of the Basic Documents. In accordance with the directions of the Titling Trust or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral as are not covered by any of the foregoing provisions and as are expressly requested by the Titling Trust or the Owner Trustee and are reasonably within the capability of the Servicer. (b) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Administrative Collateral Agent in the event that any withholding tax is imposed on the Titling Trust’s payments (or allocations of income) to any Certificateholder (as defined in the Titling Trust Agreement) as contemplated by this Agreement or any other Basic Document. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Administrative Collateral Agent pursuant to such provision. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Titling Trust and shall be, in the Servicer’s opinion, no less favorable to the Titling Trust in any material respect. (d) The Servicer shall prepare and file, on behalf of APGO and the Titling Trust, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Titling Trust as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by APGO or the Servicer. (e) Notwithstanding the foregoing, with respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Section 2.12 unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Administrative Agent and the Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Owner Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (A) the amendment of or any supplement to the Credit and Security Agreement; (B) the initiation of any claim or lawsuit by the Titling Trust and the compromise of any action, claim or lawsuit brought by or against the Titling Trust (other than in connection with the collection of the Lease Agreements or liquidation of the Leased Vehicles); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; and (D) the removal of, and appointment of a successor, Collateral Agent. (f) The Servicer shall identify from time to time all (i) UCC financing statements reflecting certain interests in Lease Agreements allocated to a particular Pool and all related rights, (ii) periodic sales and use Tax, income or franchise Tax or property (real or personal) Tax reports for the Titling Trust and the Owner Trustee, (iii) periodic renewals of licenses and permits, (iv) periodic renewals of qualifications to act as a statutory trust and trustee of a statutory trust and (v) other periodic governmental filings, returns, registrations or approvals (items (i) through (v), collectively, “Filings”) arising with respect to or required of the Owner Trustee or the Titling Trust, including (in the ease of clauses (iii) and (v)) such licenses, permits and other Filings as are required for the Titling Trust or the Owner Trustee on behalf of the Titling Trust, as the case may be, to originate and accept assignments of Lease Agreements or Leased Vehicles and to be identified and maintained as the owner of the Leased Vehicles on the related Certificates of Title, as contemplated by Sections 2.4 and 2.5(a). The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Titling Trust or the Owner Trustee in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the Settlor, the Owner Trustee or the Titling Trust, shall timely prepare and file or cause to be filed, with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required to be paid in connection with the foregoing. In connection with the foregoing, the Titling Trust grants to the Servicer such authority, and will, from time to time, execute and deliver to the Servicer any necessary power of attorney (including a Power of Attorney), as it may require, to effect each such Filing or ancillary undertaking. If the Servicer receives notice, or has actual knowledge, of material non-compliance with any Filing requirement, it shall promptly so notify the Owner Trustee and take all required action to rectify such noncompliance. Notwithstanding the foregoing, the Servicer shall not be required to perform any of the actions specified in this Section in connection with any requirements that may be applicable to any Co-Trustee (except to the extent provided for in an applicable Co-Trustee Agreement to which the Servicer is a party), separate trustee or nominee of the Titling Trust.

Servicer to Act on Behalf of Trustee. (a) In addition The Servicer shall be deemed to the duties of the Servicer set forth in this Agreement or have received proper instructions with respect to any of the other Basic Documentsbooks and records relating to the Trust Assets, including any Lease Document, upon receipt of written instructions by a Responsible Officer of the Trustee (or a Co-Trustee) or the Trust Agent. A certified copy of a bylaw or a Board Resolution of the Trustee or the Trust Agent shall constitute conclusive evidence of the authority of any such Responsible Officer to act and shall be considered in full force and effect until receipt by the Servicer shall perform such calculations and shall prepare for execution of written notice to the contrary given by the Titling Trust Trustee or the Owner Trustee or shall cause Trust Agent, as the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Titling Trust or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Titling Trust to take pursuant to this Agreement or any of the Basic Documents. In accordance with the directions of the Titling Trust or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral as are not covered by any of the foregoing provisions and as are expressly requested by the Titling Trust or the Owner Trustee and are reasonably within the capability of the Servicercase may be. (b) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Administrative Agent in the event that any withholding tax is imposed on the Titling Trust’s payments (or allocations of income) to any Certificateholder (as defined in the Titling Trust Agreement) as contemplated by this Agreement or any other Basic Document. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Administrative Agent pursuant to such provision. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Titling Trust and shall be, in the Servicer’s opinion, no less favorable to the Titling Trust in any material respect. (d) The Servicer shall prepare and file, on behalf of APGO and the Titling Trust, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Titling Trust as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by APGO or the Servicer. (e) Notwithstanding the foregoing, with respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Section 2.12 unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Administrative Agent and the Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Owner Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (A) the amendment of or any supplement to the Credit and Security Agreement; (B) the initiation of any claim or lawsuit by the Titling Trust and the compromise of any action, claim or lawsuit brought by or against the Titling Trust (other than in connection with the collection of the Lease Agreements or liquidation of the Leased Vehicles); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; and (D) the removal of, and appointment of a successor, Collateral Agent. (f) The Servicer shall identify from time to time all (i) UCC financing statements reflecting certain interests in Lease Agreements Leases allocated to a particular Pool Sub-Trust and all related rights, (ii) periodic sales and use Taxtax, income or franchise Tax tax or property (real or personal) Tax tax reports for the Titling Origination Trust and the Owner Trustee, (iii) periodic renewals of licenses and permits, (iv) periodic renewals of qualifications to act as a statutory business trust and trustee of a statutory business trust and (v) other periodic governmental filings, returns, registrations or approvals (items (i) through (v), collectively, “"Filings”") arising with respect to or required of the Owner Trustee or the Titling Origination Trust, including (in the ease case of clauses (iii) and (v)) such licenses, permits and other Filings as are required for the Titling Origination Trust or the Owner Trustee on behalf of the Titling Origination Trust, as the case may be, to originate and accept assignments of Lease Agreements Leases or Leased Vehicles and to be identified and maintained as the owner of the Leased Vehicles on the related Certificates of Title, as contemplated by Sections 2.4 2.04 and 2.5(a2.05(a). The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Titling Origination Trust or the Owner Trustee in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the SettlorUTI Beneficiary, the Owner Trustee or the Titling Origination Trust, shall timely prepare and file or cause to be filed, with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required to be paid in connection with the foregoing. The Servicer shall provide to the Trustee a copy of each such Filing or undertaking upon request, other than Consolidated Tax Filings. In connection with the foregoingthis Section, the Titling Trust grants Trustee shall grant to the Servicer such authority, and will, from time to time, execute and deliver to the Servicer including any necessary power of attorney (including a Filings Power of Attorney), as it may require, require to effect each such Filing or ancillary undertaking. If the Servicer receives notice, or has actual knowledge, of material non-compliance with any Filing requirement, it shall promptly so notify the Owner Trustee and take all required action to rectify such noncomplianceTrustee. Notwithstanding the foregoing, the The Servicer shall not be required to perform any of the actions specified in this Section in connection with any requirements that may be applicable to any Co-Trustee (Trustee, except to the extent provided for in an applicable Co-Trustee Agreement to which the Servicer is a party), separate trustee or nominee of the Titling Trust.

Servicer to Act on Behalf of Trustee. (a) In addition to the duties of the Servicer set forth in this Agreement or any of the other Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Titling Trust or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Titling Trust or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Titling Trust to take pursuant to this Agreement or any of the Basic Documents. In accordance with the directions of the Titling Trust or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral as are not covered by any of the foregoing provisions and as are expressly requested by the Titling Trust or the Owner Trustee and are reasonably within the capability of the Servicer. (b) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Administrative Agent in the event that any withholding tax is imposed on the Titling Trust’s payments (or allocations of income) to any Certificateholder (as defined in the Titling Trust Agreement) as contemplated by this Agreement or any other Basic Document. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Administrative Agent pursuant to such provision. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Titling Trust and shall be, in the Servicer’s opinion, no less favorable to the Titling Trust in any material respect. (d) The Servicer shall prepare and file, on behalf of APGO and the Titling Trust, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Titling Trust as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by APGO or the Servicer. (e) Notwithstanding the foregoing, with respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Section 2.12 unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Administrative Agent and the Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Owner Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (A) the amendment of or any supplement to the Credit and Security Agreement; (B) the initiation of any claim or lawsuit by the Titling Trust and the compromise of any action, claim or lawsuit brought by or against the Titling Trust (other than in connection with the collection of the Lease Agreements or liquidation of the Leased Vehicles); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; and (D) the removal of, and appointment of a successor, Collateral Agent. (f) The Servicer shall identify from time to time all (i) UCC financing statements reflecting certain interests in Lease Agreements allocated to a particular Pool and all related rights, (ii) periodic sales and use Tax, income or franchise Tax or property (real or personal) Tax reports for the Titling Trust and the Owner Trustee, (iii) periodic renewals of licenses and permits, (iv) periodic renewals of qualifications to act as a statutory trust and trustee of a statutory trust and (v) other periodic governmental filings, returns, registrations or approvals (items (i) through (v), collectively, “Filings”) arising with respect to or required of the Owner Trustee or the Titling Trust, including (in the ease of clauses (iii) and (v)) such licenses, permits and other Filings as are required for the Titling Trust or the Owner Trustee on behalf of the Titling Trust, as the case may be, to originate and accept assignments of Lease Agreements or Leased Vehicles and to be identified and maintained as the owner of the Leased Vehicles on the related Certificates of Title, as contemplated by Sections 2.4 and 2.5(a). The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Titling Trust or the Owner Trustee in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the Settlor, the Owner Trustee or the Titling Trust, shall timely prepare and file or cause to be filed, with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required to be paid in connection with the foregoing. In connection with the foregoing, the Titling Trust grants to the Servicer such authority, and will, from time to time, execute and deliver to the Servicer any necessary power of attorney (including a Power of Attorney), as it may require, to effect each such Filing or ancillary undertaking. If the Servicer receives notice, or has actual knowledge, of material non-compliance with any Filing requirement, it shall promptly so notify the Owner Trustee and take all required action to rectify such noncompliance. Notwithstanding the foregoing, the Servicer shall not be required to perform any of the actions specified in this Section in connection with any requirements that may be applicable to any Co-Trustee (except to the extent provided for in an applicable Co-Trustee Agreement to which the Servicer is a party), separate trustee or nominee of the Titling Trust.

Servicer to Act on Behalf of Trustee. (a) In addition order to facilitate the duties servicing of the Servicer set forth in this Agreement or any of 1997-A SUBI Sub-Trust by the other Basic DocumentsServicer, the Servicer shall perform such calculations and shall prepare for execution by the Titling Trust or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documentsTrustee, reports, filings, instruments, certificates and opinions as it shall be the duty on behalf of the Titling Trust or Trust, hereby appoints the Owner Trustee Servicer as its agent and bailee to prepare, file or deliver pursuant to this Agreement or any retain possession of the Basic related Contract Documents, Title Documents or under state and federal tax and securities laws (including any filings required pursuant other related items that from time to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Titling Trust to take pursuant to this Agreement or any of the Basic Documents. In accordance with the directions of the Titling Trust or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral as are not covered by any of the foregoing provisions and as are expressly requested by the Titling Trust or the Owner Trustee and are reasonably within the capability time come into possession of the Servicer, and the Servicer hereby accepts such appointment. (b) Notwithstanding anything in this Agreement The Servicer shall maintain each such Contract Document and Title Document at its offices identified on the attached Schedule I, or any of at such other office as shall be specified by the Basic Documents Servicer to the contrary, the Titling Trustee on 30 days' prior notice. The Servicer shall be responsible for promptly notifying the Owner Trustee and the Administrative Agent in the event that any withholding tax is imposed on report to the Titling Trust’s payments (or allocations of income) Trustee any failure on its part to any Certificateholder (as defined in the Titling Trust Agreement) as contemplated by this Agreement or any other Basic Document. Any such notice shall be in writing and specify the amount retain possession of any withholding tax required such Contract Documents or Title Documents and promptly take appropriate action to be withheld by the Owner Trustee or the Administrative Agent pursuant to remedy any such provisionfailure. (c) In carrying out Upon written instructions from the foregoing duties Titling Trustee, on behalf of the Titling Trust, setting forth a reasonable basis therefor, or any in the exercise of its other obligations under this Agreementduties and powers hereunder, the Servicer may enter into transactions with shall release any Contract Document, Title Document, or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Titling Trust and shall be, in the Servicer’s opinion, no less favorable other related item to the Titling Trust Trustee or its agent or designee, as the case may be, at such place or places as the Titling Trustee may designate, as soon as practicable. The Servicer shall not be responsible for any loss occasioned by the failure of the Titling Trustee to return any document or any delay in any material respectdoing so. (d) The Servicer shall prepare and filebe deemed to have received proper instructions with respect to any such Contract Document, on behalf Title Document, any other related item or any Contract Record, upon its receipt of APGO and written instructions by a Responsible Officer of the Titling Trust, all tax returns, tax elections, financial statements Trustee. A certified copy of a bylaw or a resolution of the Board of Directors of the Titling Trustee shall constitute conclusive evidence of the authority of any such Responsible Officer to act and such annual or other reports attributable shall be considered in full force and effect until receipt by the Servicer of written notice to the activities engaged in contrary given by the Titling Trust as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by APGO or the ServicerTrustee. (e) Notwithstanding the foregoing, with respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Section 2.12 unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Administrative Agent and the Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Owner Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (A) the amendment of or any supplement to the Credit and Security Agreement; (B) the initiation of any claim or lawsuit by the Titling Trust and the compromise of any action, claim or lawsuit brought by or against the Titling Trust (other than in connection with the collection of the Lease Agreements or liquidation of the Leased Vehicles); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; and (D) the removal of, and appointment of a successor, Collateral Agent. (f) The Servicer shall identify from time to time all (i) UCC financing statements reflecting certain interests in Lease Agreements allocated to a particular Pool and all related rights, (ii) periodic sales and use Tax, income or franchise Tax tax or property (real or personal) Tax reports for the Titling Trust and the Owner Trusteetax reports, (iiiii) periodic renewals of licenses and permits, (iviii) periodic renewals of qualifications qualification to act as a statutory trust and trustee of a statutory business trust and (viv) other periodic governmental filingsfiling, returns, registrations registration or approvals (items (i) through (v), collectively, “"Filings”") arising with respect to or required of the Owner Trustee or the Titling Trust, including (in the ease case of clauses (iiiii) and (viv)) such licenses, permits permits, and other Filings as are required for the Titling Trust or the Owner Titling Trustee on behalf of the Titling Trust, as the case may be, Trust to originate and accept assignments of Lease Agreements or Leased Vehicles 1997-A Contracts and to be identified and maintained as the owner of the 1997-A Leased Vehicles on the related their Certificates of Title, as contemplated by Sections 2.4 and 2.5(a)Section 4.01 of this 1997-A SUBI Servicing Supplement. The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Titling Trust or the Owner Titling Trustee in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the Settlor, the Owner Trustee or the Titling Trust, Servicer shall timely prepare and file file, or cause to be filed, with the cooperation of the Titling Trustee, on behalf of the Titling Trustee, or the Titling Trust with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required undertaking with a copy to be paid in connection with the foregoingTitling Trustee. In connection with the foregoingthis Section, the Titling Trust grants Trustee, on behalf of the Titling Trust, shall grant to the Servicer such authority, and will, from time to time, execute and deliver to the Servicer including without limitation any necessary power of attorney (including a Power of Attorney)in the form attached as Exhibit C, as it may require, require in order to effect each such Filing or and ancillary undertaking. If Should the Servicer receives at any time receive notice, or has have actual knowledge, of material any non-compliance with any Filing requirement, it shall promptly so notify the Owner Titling Trustee. (f) The Titling Trustee shall deliver to the Servicer, promptly upon their execution and take all required action to rectify such noncompliance. Notwithstanding delivery by the foregoingparties thereto, the Titling Trust Agreement and each amendment and supplement thereto as any such amendment and supplement relates to the 1997-A SUBI Sub-Trust. The Servicer shall not be required to perform any of the actions specified in this Section in connection with any requirements that may be applicable act contrary to any Co-Trustee (except to the extent provided for in an applicable Co-Trustee Agreement to which the Servicer is a party), separate trustee or nominee provision of the Titling Trust Agreement as it relates to the 1997-A SUBI Sub-Trust, as so amended or supplemented.

Servicer to Act on Behalf of Trustee. (a) In addition order to facilitate the duties servicing of the Servicer set forth in this Agreement or any of 1997-A SUBI Sub-Trust by the other Basic DocumentsServicer, the Servicer shall perform such calculations and shall prepare for execution by the Titling Trust or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documentsTrustee, reports, filings, instruments, certificates and opinions as it shall be the duty on behalf of the Titling Trust or Trust, hereby appoints the Owner Trustee Servicer as its agent and bailee to prepare, file or deliver pursuant to this Agreement or any retain possession of the Basic related Contract Documents, Title Documents or under state and federal tax and securities laws (including any filings required pursuant other related items that from time to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Titling Trust to take pursuant to this Agreement or any of the Basic Documents. In accordance with the directions of the Titling Trust or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral as are not covered by any of the foregoing provisions and as are expressly requested by the Titling Trust or the Owner Trustee and are reasonably within the capability time come into possession of the Servicer, and the Servicer hereby accepts such appointment. (b) Notwithstanding anything in this Agreement The Servicer shall maintain each such Contract Document and Title Document at its offices identified on the attached Schedule I, or any of at such other office as shall be specified by the Basic Documents Servicer to the contrary, the Titling Trustee on 30 days' prior notice. The Servicer shall be responsible for promptly notifying the Owner Trustee and the Administrative Agent in the event that any withholding tax is imposed on report to the Titling Trust’s payments (or allocations of income) Trustee any failure on its part to any Certificateholder (as defined in the Titling Trust Agreement) as contemplated by this Agreement or any other Basic Document. Any such notice shall be in writing and specify the amount retain possession of any withholding tax required such Contract Documents or Title Documents and promptly take appropriate action to be withheld by the Owner Trustee or the Administrative Agent pursuant to remedy any such provisionfailure. (c) In carrying out Upon written instructions from the foregoing duties Titling Trustee, on behalf of the Titling Trust, setting forth a reasonable basis therefor, or any in the exercise of its other obligations under this Agreementduties and powers hereunder, the Servicer may enter into transactions with shall release any Contract Document, Title Document, or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Titling Trust and shall be, in the Servicer’s opinion, no less favorable other related item to the Titling Trust Trustee or its agent or designee, as the case may be, at such place or places as the Titling Trustee may designate, as soon as practicable. The Servicer shall not be responsible for any loss occasioned by the failure of the Titling Trustee to return any document or any delay in any material respectdoing so. (d) The Servicer shall prepare and filebe deemed to have received proper instructions with respect to any such Contract Document, on behalf Title Document, any other related item or any Contract Record, upon its receipt of APGO and written instructions by a Responsible Officer of the Titling Trust, all tax returns, tax elections, financial statements Trustee. A certified copy of a bylaw or a resolution of the Board of Directors of the Titling Trustee shall constitute conclusive evidence of the authority of any such Responsible Officer to act and such annual or other reports attributable shall be considered in full force and effect until receipt by the Servicer of written notice to the activities engaged in contrary given by the Titling Trust as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by APGO or the ServicerTrustee. (e) Notwithstanding the foregoing, with respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Section 2.12 unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Administrative Agent and the Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Owner Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (A) the amendment of or any supplement to the Credit and Security Agreement; (B) the initiation of any claim or lawsuit by the Titling Trust and the compromise of any action, claim or lawsuit brought by or against the Titling Trust (other than in connection with the collection of the Lease Agreements or liquidation of the Leased Vehicles); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; and (D) the removal of, and appointment of a successor, Collateral Agent. (f) The Servicer shall identify from time to time all (i) UCC financing statements reflecting certain interests in Lease Agreements allocated to a particular Pool and all related rights, (ii) periodic sales and use Tax, income or franchise Tax tax or property (real or personal) Tax reports for the Titling Trust and the Owner Trusteetax reports, (iiiii) periodic renewals of licenses and permits, (iviii) periodic renewals of qualifications qualification to act as a statutory trust and trustee of a statutory business trust and (viv) other periodic governmental filingsfiling, returns, registrations registration or approvals (items (i) through (v), collectively, “"Filings”") arising with respect to or required of the Owner Trustee or the Titling Trust, including (in the ease case of clauses (iiiii) and (viv)) such licenses, permits permits, and other Filings as are required for the Titling Trust or the Owner Trustee on behalf of the Titling Trust, as the case may be, to originate and accept assignments of Lease Agreements or Leased Vehicles 1997-A Contracts and to be identified and maintained as the owner of the 1997-A Leased Vehicles on the related their Certificates of Title, as contemplated by Sections 2.4 and 2.5(a)Section 4.01 of this 1997-A SUBI Servicing Supplement. The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Titling Trust or the Owner Titling Trustee in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the Settlor, the Owner Trustee or the Titling Trust, Servicer shall timely prepare and file file, or cause to be filed, with the cooperation of the Titling Trustee, on behalf of the Titling Trustee, or the Titling Trust with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required undertaking with a copy to be paid in connection with the foregoingTitling Trustee. In connection with the foregoingthis Section, the Titling Trust grants Trustee, on behalf of the Titling Trust, shall grant to the Servicer such authority, and will, from time to time, execute and deliver to the Servicer including without limitation any necessary power of attorney (including a Power of Attorney)in the form attached as Exhibit C, as it may require, require in order to effect each such Filing or and ancillary undertaking. If Should the Servicer receives at any time receive notice, or has have actual knowledge, of material any non-compliance with any Filing requirement, it shall promptly so notify the Owner Titling Trustee. (f) The Titling Trustee shall deliver to the Servicer, promptly upon their execution and take all required action to rectify such noncompliance. Notwithstanding delivery by the foregoingparties thereto, the Servicer shall not be required to perform Titling Trust Agreement and each amendment and supplement thereto as any of the actions specified in this Section in connection with any requirements that may be applicable to any Co-Trustee (except such amendment and supplement relates to the extent provided for in an applicable Co1997-Trustee Agreement to which the Servicer is a party), separate trustee or nominee of the Titling Trust.A