Common use of Appointment and Designation of the Servicer Clause in Contracts

Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, the Related Security and any contracts between the Seller and an Obligor. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon the occurrence of a Servicer Default or other Event of Termination, designate as Servicer any Person to succeed WMECO any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that any Servicer may take any and all steps in the Seller's name and on behalf of the Seller necessary or desirable, in the determination of the Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name on checks and other instruments representing Collections and enforcing such Receivables Security Deposit Account pursuant to Section 2.05 and any related contractsCash Reserve Account pursuant to Section 2.06. The Seller willIn accordance therewith, upon the request each of the Agent, execute such powers Borrower and LEAF Financial shall deliver an executed power of attorney and other instruments as may be necessary in the form of Exhibit H hereto to facilitate the foregoing. The Servicer may, with the prior consent each of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting Backup Servicer and the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Collateral Agent.

Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lenders hereby appoint the Person (the "Servicer") designated by the Agent Controlling Holders from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives Controlling Holders give notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Controlling Holders’ designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Controlling Holders of their written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Controlling Holders may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to (i) the terms hereof. The Seller agrees hereof or (ii) such other terms as are agreed to in writing by such successor Servicer and the Controlling Holders, and which (x) require such successor Servicer to service the Pledged Receivables in a commercially reasonable manner that any is (A) consistent with the servicing of similar equipment leases and loans by such successor Servicer may take any and all steps (B) no less stringent than the servicing standard required by the Credit and Collection Policy and (y) does not provide for payment of servicing or other fees which in the Seller's name and aggregate exceed the Servicing Fee as in effect on behalf of the Seller necessary or desirable, in the determination of the Servicer, to collect all amounts due under any and all Receivables, including, date hereof without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior written consent of the Agent Lenders (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any such other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not clause (ii) being set forth in a Receivable other than to deliver to the Seller the collections and documents with respect to any separate servicing agreement, such receivable or other indebtedness as described in Sections 6.03 and 6.06(bagreement, a “Successor Servicing Agreement”).

Appointment and Designation of the Servicer. The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender) pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. Subject to Section 6.14, the Related Security Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and any contracts between Collection Policy, to the Seller and an Obligorextent consistent with the provisions of this Article VI. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents to the appointment by the Borrower of a new Servicer, WMECO SRI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Agent's designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, the delivery by the Agent of its consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Agent may at any time (with the approval of the Lender) designate as Servicer any Person to succeed WMECO SRI or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and SRI hereby grants to any successor Servicer may an irrevocable power of attorney and license to take any and all steps in the SellerBorrower's, SRI's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower or SRI, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. i) The Seller, the Purchaser, the Owners Borrower and the Agent Lenders hereby appoint the Person (the "Servicer") designated by the Agent Lenders from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives Lenders give notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lenders’ designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lenders of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lenders may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. (a) The Seller------------------------------------------- Borrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") -------- designated by the Agent from time to time (with the approval of the Lender) pursuant to this Section 6.01, as their agent to service, administer and collect ------------ the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, Pledged Receivables and the Related Security and any contracts between the Seller and an Obligorother Pledged Assets. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer, WMECO or consents to the appointment by the Borrower of a new "Servicer," Funding is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon Upon and after the occurrence of a Servicer Default or other any Event of TerminationDefault, the Agent may at any time (with the approval of the Lender) designate as Servicer any Person to succeed WMECO Funding or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and Funding hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the SellerBorrower's, Funding's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower or Funding necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the SellerBorrower's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Pledged Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Purchaser and the Deal Agent hereby appoint the Person (the "ServicerSERVICER") designated by the Deal Agent from time to time with the approval of the Purchaser pursuant to this Section SECTION 6.01, and subject to the third sentence of this SECTION 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in in, to and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until Unless and until the Deal Agent gives notice to the Seller of a designation of a new ServicerServicer after the occurrence of a Servicer Termination Event and continuously until such time, WMECO Superior is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Subject to the preceding sentence, the Deal Agent may, upon may (with the approval of the Purchaser and after the occurrence of a Servicer Default or other Event of Termination, Termination Event) designate as Servicer any Person to succeed WMECO Superior or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Each of the Seller agrees that and the Servicer hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name or the Servicer's name, as applicable, and on behalf of the Seller or the Purchaser, as may be necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Deal Agent, subcontract with any other Person for servicing, administering or collecting the Receivables, provided PROVIDED that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO the Seller, an Originator or an Affiliate of WMECOthereof, shall have no obligation to collect, enforce or take any other action described in this Article ARTICLE VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Purchased Receivable other than to deliver to the Seller the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Purchased Receivable as described in Sections SECTIONS 6.03 and 6.06(b).

Appointment and Designation of the Servicer. viii) The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name on checks and other instruments representing Collections and enforcing such Receivables Security Deposit Account pursuant to Section 2.05 and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer Cash Reserve Account pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Section 2.06.

Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender), pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Agent’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Agent of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Agent may at any time (with the approval of the Lender) designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name on checks and other instruments representing Collections and enforcing such Receivables Security Deposit Account pursuant to Section 2.06 and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer Cash Reserve Account pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Section 2.07.

Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender), pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO FCC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Agent's designation of a new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Agent of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Agent may at any time (with the approval of the Lender) designate as Servicer any Person to succeed WMECO FCC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and FCC hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the SellerBorrower's, FCC's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower or FCC, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Purchaser and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Purchaser) pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO or consents to the appointment by the Seller of a new "Servicer" under and pursuant to the Originator Sale Agreement, the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon Upon and after the occurrence of a any Servicer Default or other Event Default, the Agent may at any time (with the approval of Termination, the Purchaser) designate as Servicer any Person to succeed WMECO the Originator or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Each of the Seller agrees that and the Originator hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name or the Servicer's name, as applicable, and on behalf of the Seller necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Agent, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Subject to the provison of the preceding sentence, the Agent consents to the Servicer subcontracting for such services with The Processing Center; provided, that, such consent shall be automatically revoked if The Processing Center ceases to be an Affiliate of the Originator. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO the Seller or an Affiliate of WMECOthe originator, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Purchased Receivable other than to deliver to the Seller the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Purchased Receivable as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Purchaser and the Deal Agent hereby appoint the Person (the "Servicer") designated by the Deal Agent from time to time with the approval of the Purchaser pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in in, to and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Deal Agent gives notice to the Seller of a designation of a new Servicer after the occurrence of a Servicer Termination Event, or consents to the appointment by the Seller of a new "Servicer" under and pursuant to the Originator Sale Agreement, WMECO OutSource International is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent may, upon may (with the approval of the Purchaser and only after the occurrence of a Servicer Default or other Event of Termination, Termination Event) designate as Servicer any Person to succeed WMECO OutSource International or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Each of the Seller agrees that and the Servicer hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name or the Servicer's name, as applicable, and on behalf of the Seller or the Purchaser, as may be necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Deal Agent, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO the Seller or an Affiliate of WMECOthereof, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Purchased Receivable other than to deliver to the Seller the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Purchased Receivable as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time time, pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables by means of the collection procedures set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI; provided, that if the Backup Servicer has succeeded Maxtor as Servicer, then the Servicer shall collect such Pledged Receivables by means of the collection procedures that are in accordance with customary and usual procedures of institutions which service comparable receivables and, to the extent more exacting, the Related Security degree of skill and any contracts between attention that the Seller and an ObligorBackup Servicer exercises from time to time with respect to all comparable receivables that it services for itself or others and, to the extent more exacting, the requirements of this Article VI. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO Maxtor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, hereof at all times until the earliest of (i) the Agent's designation of a new Servicer upon the occurrence of a any Servicer Default Default, or other Event (ii) the Collection Date. Upon the occurrence of Terminationany Servicer Default, the Agent may at any time designate as Servicer any Person to succeed WMECO Maxtor, as Servicer, or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and Maxtor, as Servicer, hereby grants to any successor Servicer may an irrevocable power of attorney and license to take any and all steps in the Seller's name of the Borrower or Maxtor, as Servicer, as applicable, and on behalf of the Seller Borrower or Maxtor, as Servicer, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. (a) The SellerBorrower, the PurchaserLender, the Owners Facility Insurer, the Collateral Agent and the Agent hereby appoint the Person (the "Servicer") designated by the Agent Facility Insurer from time to time pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables by means of the collection procedures set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI; provided, that if the Backup Servicer has succeeded Maxtor as Servicer, then the Servicer shall collect such Pledged Receivables by means of the collection procedures that are in accordance with customary and usual procedures of institutions which service comparable receivables and, to the extent more exacting, the Related Security degree of skill and any contracts between attention that the Seller and an ObligorBackup Servicer exercises from time to time with respect to all comparable receivables that it services for itself or others and, to the extent more exacting, the requirements of this Article VI. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO Maxtor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, hereof at all times until the earliest of (i) the Facility Insurer's designation of a new Servicer upon the occurrence of a any Servicer Default Default, or other Event (ii) the Collection Date. Upon the occurrence of Terminationany Servicer Default, the Facility Insurer may at any time designate as Servicer any Person to succeed WMECO Maxtor, as Servicer, or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and Maxtor, as Servicer, hereby grants to any successor Servicer may an irrevocable power of attorney and license to take any and all steps in the Seller's name of the Borrower or Maxtor, as Servicer, as applicable, and on behalf of the Seller Borrower or Maxtor, as Servicer, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender) pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. Subject to Section 6.14, the Related Security Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and any contracts between Collection Policy, to the Seller and an Obligorextent consistent with the provisions of this Article VI. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents to the appointment by the Borrower of a new Servicer, WMECO SRI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Agent's designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, the delivery by the Agent of its consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Agent may at any time (with the approval of the Lender) designate as Servicer any Person to succeed WMECO SRI or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and SRI hereby grants to any successor Servicer may an irrevocable power of attorney and license to take any and all steps in the SellerBorrower's, SRI's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower or SRI, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender) pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer, WMECO or consents to the appointment by the Borrower of a new "Servicer" under and pursuant to the Originator Sale Agreement, the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon Upon and after the occurrence of a any Servicer Default or other Event Default, the Agent may at any time (with the approval of Terminationthe Lender), designate as Servicer any Person to succeed WMECO the Originator or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and the Originator hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the SellerBorrower's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the SellerBorrower's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Agent, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Subject to the proviso of the preceding sentence, the Agent consents to the Servicer subcontracting for such services with The Processing Center; provided, that such consent shall be automatically revoked if The Processing Center ceases to be an Affiliate of the Originator. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO the Borrower or an Affiliate of WMECOthe Originator, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Pledged Receivable other than to deliver to the Seller Borrower the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Pledged Receivable as described in Sections 6.03 and 6.06(b).

Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lenders hereby appoint the Person (the "Servicer") designated by the Agent Controlling Holders from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives Controlling Holders give notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Controlling Holders’ designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Controlling Holders of their written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Controlling Holders may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to (i) the terms hereofhereof or (ii) such other terms as are agreed to in writing by such successor Servicer and the Controlling Holders, and which (x) require such successor Servicer to service the Pledged Receivables in a commercially reasonable manner that is (A) consistent with the servicing of similar equipment leases and loans by such successor Servicer and (B) no less stringent than the servicing standard required by the Credit and Collection Policy and (y) does not provide for payment of servicing or other fees which in the aggregate exceed the Servicing Fee as in effect on the date hereof without the prior written consent of the Lenders (such other terms described in this clause (ii) being set forth in a separate servicing agreement, such agreement, a “Successor Servicing Agreement”). The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables. In accordance therewith, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request each of the Agent, execute such powers Borrower and LEAF Financial shall deliver an executed power of attorney and other instruments as may be necessary in the form of Exhibit J hereto to facilitate the foregoing. The Servicer may, with the prior consent each of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting Backup Servicer and the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Collateral Agent.

Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name on checks and other instruments representing Collections and enforcing such Receivables Security Deposit Account pursuant to Section 2.05 and any related contractsCash Reserve Account pursuant to Section 2.06. The Seller will, upon the request Each of the Agent, execute such powers Borrower and LEAF Financial hereby grants to any successor Servicer an irrevocable power of attorney to take any and other instruments all steps in the Borrower’s, LEAF Financial’s or the Servicer’s name, as may be necessary to facilitate the foregoing. The Servicer mayapplicable, with the prior consent and on behalf of the Agent (which consent is hereby given with respect Borrower or LEAF Financial, necessary or desirable, in the determination of such successor Servicer, to Northeast Utilities Service Company)service, subcontract with administer or collect any other Person for servicingand all Pledged Receivables including, administering or collecting without limitation, to make withdrawals from the ReceivablesSecurity Deposit Account pursuant to Section 2.05 and any Cash Reserve Account pursuant to Section 2.06. In accordance therewith, provided that the Servicer shall remain liable for the performance each of the duties Borrower and obligations LEAF Financial shall deliver an executed power of attorney in the form of Exhibit H hereto to each of the Backup Servicer pursuant to and the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Collateral Agent.

Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Originators and the Agent Buyer hereby appoint the Person (the "Servicer") designated by the Agent Buyer from time to time pursuant to this Section 6.01, as their the Buyer's agent to service, administer and collect the Receivables and otherwise to enforce their respective its rights and interests in in, to and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent Buyer gives notice to the Seller Originators of a designation of a new Servicer, WMECO OutSource International is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon the occurrence of a Servicer Default or other Event of Termination, Buyer may designate as Servicer any Person to succeed WMECO OutSource International or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereofhereof and of the Receivables Purchase Agreement. The Seller agrees that Each of the Originators and the Servicer hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in such Originators' or the SellerServicer's name name, as applicable, and on behalf of the Seller Buyer, as may be necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Sellerapplicable Originator's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Buyer, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO OutSource International, an Originator or an Affiliate of WMECOthereof, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Receivable Transferred Asset other than to deliver to the Seller Originators the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Transferred Asset as described in Sections 6.03 and 6.06(b). The Servicer hereunder acknowledges and agrees that the Servicer Fee paid under the Receivables Purchase Agreement shall constitute the consideration for its performance of services as Servicer hereunder.

Appointment and Designation of the Servicer. a) The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name on checks and other instruments representing Collections and enforcing such Receivables Security Deposit Account pursuant to Section 2.05 and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer Cash Reserve Account pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Section 2.06.

Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender), pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial Corporation is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereofhereof at all times until the earlier of the Agent’s designation of a new Servicer, the delivery by the Agent of its written consent to the appointment by the Borrower of a new Servicer or the Collection Date. The Agent may, upon the occurrence of a Servicer Default or other Event of Termination, may at any time designate as Servicer any Person to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks Pledged Receivables and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Pledged Assets.