Common use of Appointment of Servicer Clause in Contracts

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following the occurrence and during the continuation of a Servicer Default, the Agent may upon the direction of the Majority Investors, designate as Servicer any Person (including the Agent) to succeed the initial 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.

Appointment of Servicer. (a) The Notwithstanding the sale of PSL Tranches of PSL Revenues pursuant to this Agreement, each of the Seller and the Purchaser hereby appoints TeamCo as Servicer and authorizes TeamCo, in its capacity as Servicer, to be responsible for the servicing, administering administration and collection of the Receivables shall PSL Revenues upon the terms and conditions set forth in this Article III. It is acknowledged and agreed that terms and conditions set forth in this Article III may be conducted supplemented and/or modified pursuant to a separate servicing agreement executed by each of the Person Seller, the Purchaser and the Servicer (the “ServicerServicing Agreement Supplement”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets). To the extent permitted by applicable lawApplicable Law, each of the SPV Seller and the Originators (Purchaser hereby grant to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name their respective names and on their behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all ReceivablesPSL Revenues, including endorsing the SPVSeller’s and/or such Originatorand the Purchaser’s name on checks and other instruments representing Collections collections and enforcing such Receivables PSL Revenues and the related PSL Contracts and to take all such other actions set forth in this Article VIIIII or any Servicing Agreement Supplement. Until the Purchaser or the Collateral Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following the resignation of the existing Servicer or occurrence and during the continuation of an Event of Default (including a Servicer Default), the Purchaser or the Collateral Agent may upon the direction of the Majority Investors, designate as Servicer any Person (including the Collateral Agent) to succeed the initial 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 hereofhereof and any Servicing Agreement Supplement.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents Class Agents, the Agent and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV SPV, the Originator and the Originators Seller (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreementhereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s, the Originator’s and/or such Originatorthe Seller’s name and on behalf of the SPV SPV, the Originator or such Originator the Seller as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such the Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following Upon the occurrence and during the continuation of a Servicer Default, the Agent may may, and upon the direction of the Majority InvestorsClass Agents shall, designate as Servicer any Person (including the Agentitself) to succeed the initial Servicer Seller 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; provided, however, that if a Servicer Default occurs solely as a result of the occurrence of a Termination Event and, on or after the 60th day after such occurrence the Net Investment exceeds zero, then a successor Servicer may, or upon the direction of the Majority Investors, shall, be appointed by the Agent.

Appointment of Servicer. The Buyer appoints the Servicer as its servicer and agent (a) The servicingeach, administering and collection of the Receivables shall be conducted by the Person (in such capacity, the “Servicer”) so designated from time for the administration and servicing of its Purchased Receivables sold by such Person to time the Buyer hereunder, and the Servicer hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer Servicer, and perform all necessary and appropriate commercial servicing and collection activities in arranging the timely payment of amounts due and owing by any Account Debtor (including the identification of the proceeds of the Purchased Receivables and Related Security and related record-keeping that shall be made available to the Buyer upon its reasonable request) all in accordance with this Section 7.1Applicable Laws, with reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions (including, if necessary, acting as party of record in foreign jurisdictions). Each of the SPVIn connection with its servicing obligations, the Managing Agents and the Investors hereby appoints as Servicer will perform its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and duties under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (Receivable Documentation related to the extent not then acting Purchased Receivables with the same care and applying the same policies as Servicer hereunder it applies to its own Receivables generally and only to would exercise and apply if it owned the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Purchased Receivables and the related Contracts and shall act to take all such other actions set forth in this Article VIImaximize Collections thereon. Until the Agent gives notice to the existing The Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the may delegate its duties and obligations ofhereunder to any other Originator as its subservicer (each a “Sub-Servicer”); provided, the Servicer pursuant to the terms hereof. At any time following the occurrence and during the continuation of a Servicer Defaultthat, the Agent may upon the direction of the Majority Investors, designate as Servicer any Person (including the Agent) to succeed the initial Servicer or any successor Servicer, on the condition in each case that any such Person so designated delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Buyer shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of the Servicer shall provide that the Buyer may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Buyer shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that the Servicer may delegate the following duties and obligations to a Sub-Servicer without consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production support.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreementhereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following the occurrence and during the continuation of a Servicer Default, the Agent may upon the direction of the Managing Agents representing the Majority Investors, designate as Servicer any Person (including the Agent) to succeed the initial 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.

Appointment of Servicer. (ao) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following the occurrence and during the continuation of a Servicer Default, the Agent may upon the direction of the Majority Investors, designate as Servicer any Person (including the Agent) to succeed the initial 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.

Appointment of Servicer. (a) The Notwithstanding the sale of PSL Tranches of PSL Revenues pursuant to this Agreement, each of the Seller and the Purchaser hereby appoints TeamCo as Servicer and authorizes TeamCo, in its capacity as Servicer, to be responsible for the servicing, administering administration and collection of the Receivables shall PSL Revenues upon the terms and conditions set forth in this Article III. It is acknowledged and agreed that terms and conditions set forth in this Article III may be conducted supplemented and/or modified pursuant to a separate servicing agreement executed by each of the Person Seller, the Purchaser and the Servicer (the “ServicerServicing Agreement Supplement”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets). To the extent permitted by applicable lawApplicable Law, each of the SPV Seller and the Originators (Purchaser hereby grant to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name their respective names and on their behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all ReceivablesPSL Revenues, including endorsing the SPVSeller’’s and/or such Originatorand the Purchaser’’s name on checks and other instruments representing Collections collections and enforcing such Receivables PSL Revenues and the related PSL Contracts and to take all such other actions set forth in this Article VIIIII or any Servicing Agreement Supplement. Until the Purchaser or the Collateral Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following the resignation of the existing Servicer or occurrence and during the continuation of an Event of Default (including a Servicer Default), the Purchaser or the Collateral Agent may upon the direction of the Majority Investors, designate as Servicer any Person (including the Collateral Agent) to succeed the initial 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 hereofhereof and any Servicing Agreement Supplement.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables Mortgage Loans and related Collateral shall be conducted by the such Person (the “Servicer”) so as may be designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII6.1. Until the Facility Agent (acting at the direction of the Required Committed Lenders) gives notice to the existing Servicer (in accordance with this Section 7.1) Borrower of the designation of a new ServicerServicer pursuant to the next sentence, the existing Servicer FIC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to under this Agreement and the terms hereofother Transaction Documents. At any time following the occurrence If an Event of Default has occurred and during the continuation of a Servicer Defaultis continuing, the Facility Agent may (with the consent of the Required Committed Lenders), and upon the direction of the Majority InvestorsRequired Committed Lenders the Facility Agent shall, designate as Servicer any Person (including the Agentitself) to succeed the initial Servicer FIC or any successor Servicer, on the condition in each case that any such Person so designated shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, and such Person can perform its obligations under this Agreement and the other Transaction Documents in compliance with all applicable laws, rules or regulations. If an Event of Default has occurred and is continuing, the Facility Agent (acting at the direction of the Required Committed Lenders) may notify any Obligor of the designation of a successor Servicer. FIC may not delegate any of its rights, duties or obligations hereunder except to an Eligible Subservicer upon notice to the Facility Agent; provided that such delegation shall not relieve FIC of its duties and obligations as Servicer hereunder and under the other Transaction Documents.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer servicer (the “Servicer”) in accordance with this Section 7.1. Colliers Xxxxxxxx Xxxxxxx Inc. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Each of the SPVAgent, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets, and the SPV hereby consents to such appointment. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following the occurrence and during the continuation of a Servicer Default, the Agent may may, upon the direction of the Majority InvestorsInvestors by notice to the initial Servicer or any successor Servicer, designate as Servicer any Person (including the Agent) to succeed the initial 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person (the “Servicer”"SERVICER") so designated from time to time as Servicer in accordance with this Section SECTION 7.1. Each of the SPV, the Managing Agents Agent and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators Originator (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreementhereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s 's and/or such the Originator’s 's name and on behalf of the SPV or such the Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Pool Receivables, including endorsing the SPV’s 's and/or such the Originator’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts and to take all such other actions set forth in this Article ARTICLE VII. Until the Agent gives notice to the existing Servicer Originator (in accordance with this Section SECTION 7.1) of the designation of a new Servicer, the existing Servicer Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following Upon either (i) the occurrence and during the continuation existence of a Termination Event or (ii) a Material Adverse Effect with respect to the Servicer Defaultsince the end of the last fiscal year ending prior to the date of its appointment as Servicer hereunder, the Agent may may, and upon the direction of the Majority InvestorsInvestors shall, designate as Servicer any Person (including the Agentitself) to succeed the initial Servicer 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer servicer (the “Servicer”) in accordance with this Section 7.1. Colliers International WA, LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Each of the SPVAgent, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets, and the SPV hereby consents to such appointment. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following the occurrence and during the continuation of a Servicer Default, the Agent may may, upon the direction of the Majority InvestorsInvestors by notice to the initial Servicer or any successor Servicer, designate as Servicer any Person (including the Agent) to succeed the initial 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPVOriginator, the Managing Agents Agent, the Investors and the Investors Letter of Credit Bank hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators Originator (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreementhereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer Originator (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following Upon the occurrence and during the continuation of a Servicer DefaultTermination Event, the Agent may may, and upon the direction of the Majority InvestorsInvestors shall, designate as Servicer any Person (including the Agentitself) to succeed the initial Servicer 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Administrative Agent gives notice to the existing Servicer (in accordance with this Section 7.1) Transferor of the designation of a new ServicerServicer in accordance with the last sentence of this Section, the existing Servicer Mattel is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof; provided that, with respect to any group of Listed -------- Receivables, Mattel (solely in its capacity as Servicer) may, at any time, upon prior written notice to the Administrative Agent, designate any Affiliate of Mattel as sub-servicer hereunder; provided, however, that such Affiliate shall -------- ------- not become the Servicer and, notwithstanding any such delegation, Mattel shall remain liable for the performance of the duties and obligations of the Servicer in accordance with the terms of this Agreement without diminution of such liability by virtue of such delegation and to the same extent and under the same terms and conditions as if Mattel alone were performing such duties and obligations. At any time following Subject to the foregoing, Mattel hereby delegates to Xxxxxx-Xxxxx all of Mattel's duties and obligations under Section 4.02 below with respect to ------------ the Listed Receivables originated by Xxxxxx-Xxxxx, and Xxxxxx-Xxxxx hereby accepts such delegation. Mattel acknowledges that the Administrative Agent and the Purchasers have relied on the agreement of Mattel to act as the Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Mattel agrees that it shall not voluntarily resign as the Servicer. In the event that a new "Servicer" has been designated pursuant to the Purchase and Sale Agreement or upon the occurrence and during the continuation of a Servicer DefaultDefault as contemplated by Section 4.04, the Administrative Agent may upon the direction of the Majority Investors, designate as ------------ Servicer any Person (including the Administrative Agent) to succeed the initial Servicer Mattel 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents Class Agents, the Agent and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) each Originator hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer Boise Cascade is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following Upon either (i) thirty (30) days’ prior written notice to the Servicer or (ii) the occurrence and during the continuation of a Servicer DefaultTermination Event, the Agent may may, and upon the direction of the Majority InvestorsClass Agents shall, designate as Servicer any Person (including the Agentitself) to succeed the initial Servicer Boise Cascade 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.12.1. Each of the SPV, the Managing Agents Purchaser and the Investors Agent, on behalf of itself and the Lenders, hereby appoints as its agent the Servicer, from time to time designated pursuant to this SectionSection 2.1, to enforce its their respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV Purchaser and the Originators MAI (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreementhereunder) hereby grants agrees to grant to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps to, in the SPV’s and/or such OriginatorPerson’s name and on behalf of such Person (i) take the SPV or such Originator as necessary or desirable, actions set forth in the reasonable determination of the Servicer, Section 3.1(e) to collect all amounts due under any and all Receivables, Receivables and take such other actions (including endorsing the SPV’s and/or such OriginatorPurchaser’s name on checks and other instruments representing Collections Collections) as may be required in the course of completing the collection process contemplated in Section 3.1(e) and enforcing such Receivables and the related Contracts and to (ii) take all such other actions set forth in this Article VIIAgreement. Until the Agent gives notice to the existing Servicer MAI (in accordance with the following sentence of this Section 7.12.1) of the designation of a new Servicer, the existing Servicer MAI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following Upon the occurrence and during the continuation of a Servicer Default, the Agent may may, and upon the direction of the Majority InvestorsLenders shall, designate as Servicer any Person (including the Agentitself) to succeed the initial Servicer MAI 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) ----------------------- Transferor of the designation of a new ServicerServicer in accordance with the last sentence of this Section, the existing Servicer Mattel is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof; provided that, with respect to any group of Listed Receivables, Mattel -------- (solely in its capacity as Servicer) may, at any time, upon prior written notice to the Agent, designate any Affiliate of Mattel as sub-servicer hereunder; provided, however, that such Affiliate shall not become the Servicer and, -------- ------- notwithstanding any such delegation, Mattel shall remain liable for the performance of the duties and obligations of the Servicer in accordance with the terms of this Agreement without diminution of such liability by virtue of such delegation and to the same extent and under the same terms and conditions as if Mattel alone were performing such duties and obligations. At any time following Subject to the foregoing, Mattel hereby delegates to Xxxxxx-Xxxxx all of Mattel's duties and obligations under Section 4.2 below with respect to the Listed Receivables ----------- originated by Xxxxxx-Xxxxx. Mattel acknowledges that the Agent and the Purchasers have relied on the agreement of Mattel to act as the Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Mattel agrees that it shall not voluntarily resign as the Servicer. In the event that a new "Servicer" has been designated pursuant to the Purchase and Sale Agreement or upon the occurrence and during the continuation of a Servicer DefaultDefault as contemplated by Section 4.4, the Agent may upon the direction of the Majority Investors, designate as Servicer any Person (including the ----------- Agent) to succeed the initial Servicer Mattel 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables Purchased Accounts shall be conducted by the such Person (the “Servicer”” as hereinafter further defined) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII10. Until the Agent WFB gives notice to the existing Servicer (in accordance with this Section 7.1) Client of the designation of a new ServicerServicer following the occurrence of a Servicer Default or a Termination Event, the existing Servicer Client is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At Servicer may not delegate any time following of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of WFB. WFB may, but only after the occurrence and during the continuation of a Servicer Default, the Agent may upon the direction of the Majority InvestorsDefault or Termination Event, designate as Servicer any Person (including the AgentWFB) to succeed the initial Servicer Client 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. If replaced, Client agrees it will terminate its collection activities in a manner requested by WFB to facilitate the transition to a replacement Servicer. Client shall cooperate with and assist any replacement Servicer in assuming the obligation to service the Purchased Accounts, including all reasonable efforts to provide the replacement Servicer with access to all software programs necessary or desirable to collect such Purchased Accounts and the Related Assets. After the appointment of a replacement Servicer, at its own expense, Client irrevocably agrees to act (if requested to do so) as the data-processing agent for any replacement Servicer in substantially the same manner as Client conducted such data-processing functions while it acted as the Servicer.

Appointment of Servicer. (a) The servicingCompany hereby appoints Ingrxx Xxxro Inc. to act as, administering and collection Ingrxx Xxxro Inc. hereby accepts its appointment and agrees to act as Master Servicer and as a Servicer under the Pooling and Servicing Agreements and the Investor Certificateholders, by their acceptance of the Investor Certificates, consent to Ingrxx Xxxro Inc. acting as Master Servicer and a Servicer. Each Servicer shall have responsibility for the management of the servicing and receipt of Collections in respect of the Receivables shall originated by itself as a Seller and/or by one or more of its Affiliates, as may be conducted by the Person (the “Servicer”) so designated determined from time to time by the Servicer and identified on Schedule 1 or a revision thereof to the Receivables Sale Agreement. (Such Servicer is sometimes referred to as the "Responsible Servicer" with respect to any Receivable that it is responsible to service hereunder and such Receivable is sometimes referred to herein as a "Serviced Receivable" with respect to the Servicer in accordance with this Section 7.1that is responsible to service such Receivable hereunder). Each of Servicer shall have the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time authority to time designated pursuant make any management decisions relating to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (Serviced Receivable to the extent not then acting as Servicer hereunder and only such authority is granted to the extent consistent Servicer under any Pooling and Servicing Agreement. Ingrxx Xxxro Inc., in its capacity as Master Servicer, shall remain obligated for the supervision of each Servicer and the compliance by each Servicer with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any terms and all steps in the SPV’s and/or such Originator’s name and on behalf conditions of the SPV or such Originator as necessary or desirable, in Policies and the reasonable determination Pooling and Servicing Agreements and shall coordinate the servicing of the Servicer, to collect all amounts due under any and all Receivables. The Company, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables Trustee and the related Contracts Holders shall treat Ingrxx Xxxro Inc. as Master Servicer and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following the occurrence and during the continuation of a Servicer Default, the Agent may upon the direction of the Majority Investors, designate as Servicer any Person (including the Agent) to succeed the initial Servicer or any successor Servicer, conclusively rely on the condition instructions, notices and reports of Ingrxx Xxxro Inc. as the Master Servicer and Servicer for so long as Ingrxx Xxxro Inc. continues in each case that any such Person so designated shall agree to perform the duties its appointments as Master Servicer and obligations of the Servicer pursuant to the terms hereofServicer.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “"Servicer”") so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPV, the Managing Agents Administrative Agent and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV SPV, NSC and the Originators Originator (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreementhereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s 's, NSC's and/or such the Originator’s 's name and on behalf of the SPV SPV, NSC or such the Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s 's, NSC's and/or such the Originator’s 's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Administrative Agent gives notice to the existing Servicer Originator (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. At any time following Upon the occurrence and during the continuation of a Servicer DefaultRemedy Event, the Administrative Agent may may, and upon the direction of the Majority InvestorsInvestors shall, designate as Servicer any Person (including the Agentitself) to succeed the initial Servicer 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.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables and the Affected Assets shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1. Each of the SPVOriginator, the Managing Agents Transferor, the Seller, the Administrative Agent, the Insurer and the Investors Purchasers hereby appoints as its agent the Servicer, from time to time designated pursuant to this SectionSection 7.1, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV Originator, the Transferor and the Originators Seller (to the extent such Person is not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreementhereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPVOriginator’s, the Transferor’s and/or such Originatorthe Seller’s name and on behalf of the SPV Originator, Transferor or such Originator the Seller as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all ReceivablesReceivables and the Affected Assets, including endorsing the SPVOriginator’s, the Transferor’s and/or such Originatorthe Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice Subject to the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicerimmediately following sentence, the existing Servicer RACC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereofof this Agreement. At any time RACC shall act as Servicer until the date which is one year and one day after the Final Payout Date, unless the Administrative Agent (with the prior written consent of the Control Party), or the Control Party (with prior written notice to the Administrative Agent and each of the Rating Agencies), gives notice to RACC and the Transferor (in accordance with this Section 7.1) of the designation of a new Servicer following the occurrence and during of a Servicer Default. Upon the continuation occurrence of a Servicer Default, the Administrative Agent may upon (with the direction prior written consent of the Majority InvestorsControl Party), or the Control Party (with prior written notice to the Administrative Agent and each of the Rating Agencies), may designate as Servicer any Person (including the Agentitself) to succeed the initial Servicer RACC 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.