Common use of Acceptance of Appointment; Duties of Servicer Clause in Contracts

Acceptance of Appointment; Duties of Servicer. (a) The Servicer shall service, administer and enforce the Leases as Servicer and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, that such things are not inconsistent with the terms of this Agreement. The Servicer will manage, service, administer, and make collections on the Leases in accordance with the terms of this Agreement, the Leases, the Lease Contracts, the Collection Policies and Procedures and applicable law and, to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers leases of similar credit quality for itself or others, but in any event, with no less care, skill, prudence and diligence than the customary and usual standards of practice of prudent institutional small and middle ticket equipment finance lease servicers and, in each case, taking into account its other obligations hereunder (the "Servicing Standard"). Notwithstanding the prior sentence, the Servicer shall, not later than five (5) Business Days after the Servicing Transfer Date direct each Lessee to make all payments with respect to the respective Leases which are due directly to the P.O. Box. The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Lessees on the Leases, investigating delinquencies, accounting for collections and furnishing monthly statements as listed in Exhibit "A" attached hereto and provided herein and using commercially reasonable efforts to maintain the first priority perfected security interest of the Originator for the benefit of the Originator in the Leases and, in accordance with the Filing Requirements, in the related Equipment, including, but not limited to, the filing of any financing or continuation statements required to be filed pursuant to the UCC, which continuation statements shall be filed on or before the 60th day prior to the expiration date of such financing statement. The Servicer shall follow its customary standards, policies, and procedures as set forth in its Collection Policies and Procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration, and collection that it may deem necessary or desirable, subject to Section 2.02(b)(xi). The Servicer may waive, modify or vary any term of a Lease in accordance with the Servicing Standard or otherwise as required by law if the Servicer determines, in its reasonable and prudent judgment, that it will not materially and adversely affect the Originator. In no event shall the Servicer make a Material Modification to any Lease which would result in (i) the Discounted Present Value of such modified Lease being less than the Discounted Present Value of such Lease immediately prior to such modification or (ii) the term of such Lease being extended beyond May 31, 2005 unless approved by Originator. If the Servicer, with the preapproval of the Originator, commences a legal proceeding to enforce a Non-Performing Lease or participates in a legal proceeding (including, without limitation, a bankruptcy proceeding relating to or involving a Lease or a Non-Performing Lease), the Originator shall thereupon be deemed to have automatically assigned such Lease to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Originator, pursuant to this Section 3.01, to execute and deliver, on behalf of the Originator, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. The Originator shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer as applicable, to carry out its servicing and administrative duties under this Agreement. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Lease on the ground that it shall not be a real party in interest or a holder entitled to enforce the Lease, the Originator may, at the Originator's expense and direction, take steps to enforce the Lease, including bringing suit in its own name. Any and all expenses, costs, charges, or fees (including legal and attorney's costs and fees) advanced by Servicer in performing its obligations under this Section 3.01 (a) shall be reimbursed by the Originator only if such fees were preapproved by the Originator.

Acceptance of Appointment; Duties of Servicer. (a) The Rockford is hereby appointed as Servicer of the Lease Contracts and Equipment. Rockford hereby accepts such appointment and agrees to act as Servicer under this Agreement, for the benefit of the Trust, Bond Insurer and the Certificateholders, and the Certificateholders by their acceptance of the Certificates consent to Rockford's acting as Servicer. Servicer shall service, administer and enforce the Leases Lease Contracts as Servicer and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem reasonably necessary or desirable; provided, that such things are not inconsistent desirable in a manner consistent with the other terms of this Agreement. The . (b) Servicer will shall manage, service, administer, administer and make collections on the Leases Lease Contracts using that degree of skill, attention and care consistent with the highest degree of skill and care that Servicer exercises with respect to all comparable equipment leases that it services for itself or others and otherwise in accordance with the terms Servicing Procedures, accepted practices of this Agreement, the Leases, the Lease Contracts, the Collection Policies and Procedures prudent lending institutions and applicable law and(giving due consideration to Trustee's, to the extent consistent with such terms, in the same manner in which, Bond Insurer's and with the same care, skill, prudence and diligence with which, it services and administers leases of similar credit quality for itself or others, but in any event, with no less care, skill, prudence and diligence than the customary and usual standards of practice of prudent institutional small and middle ticket equipment finance lease servicers and, in each case, taking into account its other obligations hereunder (the "Servicing Standard"Certificateholder's reliance on Servicer). Notwithstanding the prior sentence, the Servicer shall, not later than five (5) Business Days after the Servicing Transfer Date direct each Lessee to make all payments with respect to the respective Leases which are due directly to the P.O. Box. The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Lessees on the LeasesLessees, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to Trustee and the Controlling Party with respect to collections and distributions, directing Trustee as listed to investment of funds in Exhibit "A" attached hereto the Accounts and provided herein deposits to the Accounts as set forth in this Agreement, and using commercially reasonable best efforts to maintain the first priority perfected Trustee's title to or security interest in the Lease Contracts and the Equipment. In addition, Servicer shall calculate and keep records of the Originator for current Consolidated Class A Certificate Investor Interest and the benefit of the Originator in the Leases and, in accordance with the Filing Requirements, in the related Equipment, including, but not limited to, the filing of any financing or continuation statements required to be filed pursuant to the UCC, which continuation statements shall be filed on or before the 60th day prior to the expiration date of such financing statementConsolidated Class B Certificate Investor Interest. The Servicer shall follow its customary standards, policies, and procedures as set forth in its Collection Policies and Procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration, administration and collection that it may deem reasonably necessary or desirable, subject to Section 2.02(b)(xi). The Servicer may waive, modify or vary any term of a Lease in accordance with the Servicing Standard or otherwise as required by law if the Servicer determines, in its reasonable and prudent judgment, that it will not materially and adversely affect the Originator. In no event shall the Servicer make a Material Modification to any Lease which would result in (i) the Discounted Present Value of such modified Lease being less than the Discounted Present Value of such Lease immediately prior to such modification or (ii) the term of such Lease being extended beyond May 31, 2005 unless approved by Originator. If the Servicer, with the preapproval of the Originator, Servicer commences a legal proceeding to enforce a Non-Performing Defaulted Lease Contract pursuant to Section 3.04 or commences or participates in a legal proceeding (including, ------------ without limitation, a bankruptcy proceeding proceeding) relating to or involving a Lease Contract or a Non-Performing Lease)Defaulted Lease Contract, the Originator Trustee shall thereupon be deemed to have automatically assigned such Lease Contract to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the OriginatorTrustee, pursuant to this Section 3.01------- 3.01(b), to execute and deliver, on behalf of itself, the OriginatorTrust, the ------- Certificateholders and/or Trustee, or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. The Originator Trustee shall furnish the Servicer with any executed certificates of title, powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer as applicable, to carry out its servicing and administrative duties under this Agreement. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Lease Contract on the ground grounds that it shall not be a real party in interest or a holder entitled to enforce the Leasesuch Lease Contract, the Originator mayTrustee shall, at the OriginatorServicer's expense and direction, take steps to enforce the Leasesuch Lease Contract, including bringing suit in its own namename or the name of the Certificateholders. Any and all expensesWithout limiting the foregoing, costsin connection with the Lease Contracts, charges, or fees (including legal and attorney's costs and fees) advanced by Servicer in performing its obligations under this Section 3.01 (a) shall be reimbursed by implement the Originator only if such fees were preapproved by the OriginatorServicing Procedures.

Acceptance of Appointment; Duties of Servicer. (a) AHMS is hereby appointed as the Servicer of the Mortgage Loans purchased hereunder. AHMS hereby accepts such appointment and agrees to act as Servicer under this Agreement, for the benefit of the Purchasers, and the Purchasers and the Seller hereby consent to AHMS acting as Servicer. The Servicer shall service, administer and enforce the Leases such Mortgage Loans as Servicer and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, that such things are not inconsistent a manner consistent with the terms of this Agreement. The Servicer will manage, service, administer, and make collections on shall have no further servicing obligations or duties to the Leases in accordance with Purchasers under the terms of this Agreement with respect to the relevant Mortgage Loans upon the purchase of such loan by the applicable Approved Takeout Investor. (b) The Servicer shall service and administer the Mortgage Loans in the best interests of and on behalf of the Purchasers in accordance with this Agreement, the Leasesterms of the Principal Mortgage Documents, the Lease Contracts, standard requirements of the Collection Policies issuers of Takeout Commitments covering the same and Procedures and applicable law and, to the extent consistent with such terms, and Accepted Servicing Standards. The Servicer shall at all times comply with applicable law, FHA regulations and VA regulations and the requirements of any private mortgage insurer so that the FHA insurance, VA guarantee or any other applicable insurance or guarantee in respect of any Mortgage Loan is not voided or reduced. The Servicer shall at all times maintain accurate and complete records of its servicing of the same manner in whichMortgage Loans, and with the same careAdministrative Agent may, skilland shall upon the reasonable request of any Funding Agent, prudence at any time during the Servicer's business hours on reasonable prior notice, examine and diligence with whichmake copies of such records. In addition, it services and administers leases if the sale of similar credit quality for itself or others, but in any event, with no less care, skill, prudence and diligence than the customary and usual standards of practice of prudent institutional small and middle ticket equipment finance lease servicers and, in each case, taking into account its other obligations hereunder (the "Servicing Standard"). Notwithstanding the prior sentence, the Servicer shall, a Mortgage Loan is not later than five (5) Business Days after the Servicing Transfer Date direct each Lessee to make all payments with respect made to the respective Leases which are due directly to the P.O. Box. The Servicer's duties shall include collection and posting of all payments, responding to inquiries of Lessees on the Leases, investigating delinquencies, accounting for collections and furnishing monthly statements as listed in Exhibit "A" attached hereto and provided herein and using commercially reasonable efforts to maintain the first priority perfected security interest of the Originator for the benefit of the Originator in the Leases and, in accordance with the Filing Requirements, in the related Equipment, including, but not limited to, the filing of any financing or continuation statements required to be filed pursuant to the UCC, which continuation statements shall be filed applicable Takeout Investor on or before the 60th day prior Anticipated Settlement Date, the Servicer shall promptly deliver to the expiration date Administrative Agent monthly reports regarding the status of such financing statementMortgage Loans, which reports shall include, but shall not be limited to, a description of those Mortgage Loans in default for more than thirty (30) days, and such other circumstances with respect to any Mortgage Loans (whether or not such Mortgage Loans are included in the foregoing list) that could materially adversely affect any of such Mortgage Loans, the Purchasers' ownership of any of such Mortgage Loans or the collateral securing any of such Mortgage Loans. The Servicer shall follow its customary standards, policies, and procedures as set forth in its Collection Policies and Procedures and shall have full power and authority, acting alone, deliver such a report to do any and all things in connection with such managing, servicing, administration, and collection that it may deem necessary or desirable, subject to Section 2.02(b)(xi). The Servicer may waive, modify or vary any term of a Lease in accordance with the Servicing Standard or otherwise as required by law if the Servicer determines, in its reasonable and prudent judgment, that it will not materially and adversely affect the Originator. In no event shall the Servicer make a Material Modification to any Lease which would result in Administrative Agent every thirty (30) days until (i) the Discounted Present Value sale of such modified Lease being less than the Discounted Present Value of such Lease immediately prior Mortgage Loan to such modification an Approved Takeout Investor or another Person or (ii) such report is being provided by a Successor Servicer. Following its receipt thereof, the term Administrative Agent agrees to promptly forward copies of such Lease being extended beyond May 31, 2005 unless approved by Originator. If the Servicer, with the preapproval of the Originator, commences a legal proceeding report to enforce a Non-Performing Lease or participates in a legal proceeding (including, without limitation, a bankruptcy proceeding relating to or involving a Lease or a Non-Performing Lease), the Originator shall thereupon be deemed to have automatically assigned such Lease to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Originator, pursuant to this Section 3.01, to execute and deliver, on behalf of the Originator, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. The Originator shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer as applicable, to carry out its servicing and administrative duties under this Agreement. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Lease on the ground that it shall not be a real party in interest or a holder entitled to enforce the Lease, the Originator may, at the Originator's expense and direction, take steps to enforce the Lease, including bringing suit in its own name. Any and all expenses, costs, charges, or fees (including legal and attorney's costs and fees) advanced by Servicer in performing its obligations under this Section 3.01 (a) shall be reimbursed by the Originator only if such fees were preapproved by the Originatoreach Funding Agent.