Common use of Trustee to Act; Appointment of Successor Servicer Clause in Contracts

Trustee to Act; Appointment of Successor Servicer. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing ------------- functions under this Agreement and any Supplement until the date specified in the Termination Notice or as otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or as otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. After the giving of a Termination Notice, the Trustee shall as promptly as possible appoint an Eligible Servicer satisfactory to each Control Party as a successor servicer (the "Successor Servicer"), provided that (i) if ------------------ -------- any of the Certificates are then rated, the Rating Agency Condition shall have occurred with respect to such appointment and (ii) such Successor Servicer shall have accepted its appointment by a written assumption and agreement to perform all of the duties, obligations and liabilities of the Servicer hereunder in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, or upon the occurrence of the events specified in

Trustee to Act; Appointment of Successor Servicer. (a) On and after the Servicer's receipt by the Servicer of a Termination Notice pursuant to Section 10.0110.1, the Servicer shall continue to perform all servicing ------------- functions under ------------ this Agreement and any Supplement until the date specified in the Termination Notice or as otherwise specified by the Trustee in writing or, if no such date is specified in such the Termination Notice, or as otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. After Trustee shall, as promptly as possible after the giving of a Termination Notice, the Trustee shall as promptly as possible appoint nominate an Eligible Servicer satisfactory to each Control Party as a successor servicer (the "Successor Servicer"), ; provided that (i) if ------------------ -------- in so appointing any of the Certificates are then ratedSuccessor Servicer, the Rating Agency Condition Trustee shall have occurred with respect give due consideration to such appointment and any Successor Servicer proposed by any Required Person, (ii) such Successor Servicer is approved by the Required Person and (iii) such Successor Servicer shall have accepted accept its appointment by a written assumption and agreement to perform all of the duties, obligations and liabilities of the Servicer hereunder in a form acceptable to Trustee and the TrusteeRequired Person. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, Trustee without further action shall automatically be appointed the Successor Servicer. Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with Section 3.1(b). If -------------- Trustee is prohibited by applicable law from performing the duties of Servicer hereunder, Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer hereunder. Trustee shall give prompt notice to each Investor Certificateholder upon the occurrence appointment of the events specified ina Successor Servicer.