Common use of Designation of Servicer Clause in Contracts

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets shall be conducted by the Person (the "Servicer") -------- so designated from time to time in accordance with this Section 6.01. Until the ------------ Deal Agent gives notice to the Seller of the designation of a new Servicer, the Originator 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 only designate as Servicer any Person to succeed the Originator or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of Termination, and 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 Servicer may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased Asset, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law.

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets Receivables shall be conducted by the Person Citibank, N.A., London Branch (the "Servicer") -------- or such other Person so designated from time to time in accordance with pursuant to this Section 6.01Clause 12(A). Until the ------------ Deal Operating Agent gives notice to the Seller Servicer of the a designation of a new Servicer, the Originator Citibank, N.A., London Branch is hereby designated as, and hereby agrees agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of, the of a Servicer pursuant to the terms hereofof this Agreement. The Deal Agent may only designate as Servicer any Person hereby delegates to succeed Exide Funding in respect of the Originator or any successor Paid Receivables its duties and obligations of Servicer upon two Business Days' prior written notice following and Exide Funding (the occurrence of a Servicer Default or an Event of Termination, and on the condition in each case that any such Person so designated shall agree "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms hereofof this Agreement in relation to the Paid Receivables. The delegation hereby granted to the Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as Exide Funding is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Paid Receivables and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the Sub-Servicer. The Servicer may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased Asset, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Sub-Servicer under this Agreement and the Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. The Sub-Servicer may, with the prior consent of the Operating Agent, subcontract with the Originators for the Receivables they have originated or with any other Person authorised to act as servicer on behalf of third parties in France for servicing, administering or collecting the Paid Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations subcontracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of the Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawthis Agreement.

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets Lease Receivables shall be conducted by the Person (the "Servicer") -------- Servicer so designated from time to time in accordance with this Section 6.01. The Agent ------------ hereby designates the Transferor as Servicer with respect to the Pledged Assets hereunder. Until the ------------ Deal Agent gives notice to the Seller Transferor and the Servicer of the designation of a new ServicerServicer as described below, the Originator is hereby designated as, and Transferor hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal parties hereto acknowledge that Trinity Capital Corporation and any other Person approved by the Agent may only perform certain of the duties and obligations of the Servicer as subservicers, provided, that the Servicer shall -------- remain liable and responsible for the performance of any such duties and obligations. The Agent may at any time following a Servicer Default designate as Servicer any Person (including itself) to succeed the Originator Transferor or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationServicer, and 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 Transferor agrees that, upon its replacement as Servicer mayby the Agent, it will take such actions as the Agent may reasonably require and otherwise cooperate with the prior consent Agent and the successor Servicer in effecting the termination of the Deal Agentits responsibilities and rights as Servicer hereunder including, which consent shall not be unreasonably withheldwithout limitation, subcontract with any other Person for servicing, administering or collecting the Purchased Asset, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) assisting the performance of its duties hereunder is no longer permissible successor Servicer in enforcing all rights under applicable law the Lease Receivables and Related Security, (ii) there is transferring, promptly upon receipt, to the successor Servicer any Collections or other amounts related to the Lease Receivables received by the Transferor, (iii) transferring to the successor Servicer all Records held by or under the control of the Transferor and (iv) following the replacement of the Transferor as Servicer, permit the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Lease Receivables and the Records and permit the successor Servicer to use all computer software that may facilitate the Servicer's access to and use of such information. Upon the replacement of the Transferor as Servicer, the Transferor shall no reasonable action which longer be entitled to the Servicer could take to make Fee accruing from and after the performance effective date of its duties hereunder permissible under applicable lawsuch replacement.

Designation of Servicer. (a) The servicing, administering ----------------------- administration and collection of the Assets Receivables shall be conducted by the such Person (the "“Servicer"”) -------- so designated from time to time in accordance with this Section 6.018.1. Until the ------------ Deal Agent gives notice to the Seller of the designation of a new Servicer, the Originator PDCo is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereofof this Agreement. The Deal Agent may only (on behalf of the Purchasers) may, and at the direction of the Required Purchasers shall, at any time following the occurrence of an Amortization Event designate as Servicer any Person to succeed the Originator PDCo or any successor Servicer upon two Business Days' Servicer. RECEIVABLES PURCHASE AGREEMENT Without the prior written notice following consent of the occurrence Agent and the Required Purchasers, PDCo shall not be permitted to delegate any of a its duties or responsibilities as Servicer Default to any Person other than (i) an Originator (with respect to Receivables originated by such Originator), (ii) Seller and (iii) with respect to certain Charged-Off Receivables, outside collection agencies and lawyers in accordance with its customary practices. None of Seller or an Event any Originator shall be permitted to further delegate to any other Person any of Termination, and on the condition in each case that any such Person so designated shall agree to perform the duties and obligations or responsibilities of the Servicer pursuant delegated to it by PDCo. If at any time the Agent shall designate as Servicer any Person other than PDCo, all duties and responsibilities theretofore delegated by PDCo to Seller and any Originator may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to PDCo and to Seller. Notwithstanding the foregoing subsection (b), (i) PDCo shall be and remain primarily liable to the terms hereof. The Servicer may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased Asset, provided that Purchaser Agents and the Servicer shall remain liable Purchasers and the Hedge Providers (if any) for the full and prompt performance of the all duties and obligations responsibilities of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Agent, the Purchaser Agents and the Purchasers shall be entitled to deal exclusively with PDCo in matters relating to the discharge by the Servicer could take to make the performance of its duties hereunder permissible and responsibilities hereunder. The Agent, the Purchaser Agents and the Purchasers shall not be required to give notice, demand or other communication to any Person other than PDCo in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. PDCo, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under applicable lawthis Agreement.

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets Pool Receivables shall be conducted serviced, administered and collected by the Person (the "“Servicer"”) -------- designated to do so designated from time to time in accordance with this Section 6.01. Until the ------------ Deal Agent gives notice to the Seller of the designation of designates a new Servicer, the Originator Crown (USA) 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 only at any time following the occurrence and during the continuance of an Event of Termination, with the consent of or upon the instruction of the Majority Facility Agents, designate as Servicer any Person (including itself) to succeed the Originator Crown (USA) or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationServicer, and on the condition in each case that any if such Person so designated (other than itself) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer may subcontract with any Originator to service, administer or collect the Pool Receivables that such Originator creates, and may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicingto service, administering administer or collecting collect the Purchased AssetPool Receivables, provided that (i) such Originator or other Person with whom the Servicer so subcontracts shall not become the Servicer hereunder unless the Majority Facility Agents shall have consented thereto (it being agreed and understood that there shall only be one Servicer at any time), (ii) the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. The , (iii) the Purchasers, the Facility Agents and the Agent shall not be deemed to be parties to any sub-servicing agreement and shall have no obligations, duties or liabilities with respect to any sub-servicer, (iv) the Servicer may not subcontract with any Canadian (as defined in Section 11.15) as a sub-servicer other than in accordance with Section 11.15, and the failure to comply with the provisions of Section 5.05(e) or 11.15 of this Agreement, Section 2.01(d) of the Sale Agreement (as it relates to compliance with the last paragraph of Section 5.01 of the Sale Agreement and Section 11.15 of this Agreement) or the last paragraph of Section 5.01 of the Sale Agreement shall constitute a termination of any such sub-servicer appointed by such Servicer and (v) any replacement of any Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance constitute a termination of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawany sub-servicer appointed by such Servicer.

Designation of Servicer. The servicing, administering ----------------------- administration and collection of the Purchased Assets shall be conducted by the Person (the "Servicer") -------- Servicer so designated hereunder from time to time in accordance with this Section 6.01Accepted Servicing Practices for the benefit of the Agent, the Group Agents and the Purchasers. Until the ------------ Deal Agent gives notice to the Seller Servicer and the Sellers of the designation of a new ServicerServicer after the occurrence of an Event of Default, the Originator American Home Mortgage Servicing, Inc. 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 only at any time following the occurrence of an Event of Default designate as Servicer any Person (including itself) to succeed AHM Servicing. Without the Originator or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of Termination, and 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 Servicer may, with the prior consent of the Deal AgentRequired Group Agents, which consent the Servicer shall not be unreasonably withheldpermitted to delegate any of its duties or responsibilities as Servicer to any Person; provided that, subcontract with any other Person for servicing, administering or collecting the Purchased Asset, provided that the Servicer shall remain liable for the performance consent of the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer Required Group Agents shall not resign from the obligations and duties hereby imposed on it except upon determination that be required for (i) the performance delegation of certain duties and responsibilities related to the payments of taxes and insurance, construction inspections and other matters, where such delegations are consistent with Accepted Servicing Practices or (ii) the delegation of any of its duties hereunder is no longer permissible or responsibilities to any Seller. If the Agent shall designate as Servicer any Person other than AHM Servicing, all duties and responsibilities theretofore delegated by AHM Servicing may, following an Event of Default, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to AHM Servicing. Notwithstanding the foregoing, (i) AHM Servicing shall be and remain primarily liable to the Agent, the Group Agents and the Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer under applicable law the Transaction Documents and (ii) there is no reasonable action which the Agent, the Group Agents and the Purchasers shall be entitled to deal exclusively with AHM Servicing in matters relating to the discharge by the Servicer could take to make the performance of its duties hereunder permissible and responsibilities under applicable lawthe Transaction Documents. The Agent, the Group Agents and the Purchasers shall not be required to give notice, demand or other communication to any Person other than AHM Servicing in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. AHM Servicing, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Letter Agreement.

Designation of Servicer. The servicing, administering administration ----------------------- and collection of the Assets Transferred Receivables shall be conducted by the such Person (the "Servicer") -------- so designated hereunder from time to time in accordance with this Section 6.01time. Until the ------------ Deal Agent Purchaser -------- or its assignee gives notice to the Seller Parent of the designation of a new Servicer, the Originator Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent Parent agrees that such notice may only be given at any time in the Purchaser's or assignee's discretion. Upon the Parent's receipt of such notice, the Parent agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the Parent shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the Parent responsible with respect thereto. The Purchaser at any time after giving such notice may designate as Servicer any Person (including itself) to succeed the Originator Parent or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationServicer, and on the condition in each case that any if such Person so designated shall consent and agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheldPurchaser, subcontract with any other Person for the servicing, administering [Purchase and Contribution Agreement] administration or collecting collection of Transferred Receivables. Any such subcontract shall not affect the Purchased Asset, provided that the Servicer shall remain liable Servicer's liability for the performance of the its duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law.

Designation of Servicer. The servicing, administering ----------------------- and enforcement of collection of the Assets Receivables shall be conducted by the Person (the "Servicer") -------- so designated from time to time in accordance with this Section 6.015.02. Until the ------------ Deal Agent gives notice to the Seller of the designation of a new Servicer, the Originator is Victxx xx hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent may only designate as Servicer any Person , provided that TRI or, subject to succeed the Originator or any successor Servicer terms set forth in the RPA, the Trustee may, upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event Termination Event, give notice to Victxx xx the designation of Termination, and a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such 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 provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms hereof. The Servicer mayset forth in the RPA, with until TRI or the prior consent Trustee gives notice to Victxx xx the designation of the Deal a new Collection Agent, which consent shall not be unreasonably withheldTRI hereby designates Victxx xx, subcontract with any other Person for servicing, administering or collecting the Purchased Asset, provided that the Servicer shall remain liable for the performance of and Victxx xxxeby agrees to perform the duties and obligations of of, the Servicer pursuant Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the terms hereofLockbox Accounts and Victxx xxxll have no such rights of withdrawal. The TRI may at any time designate any Person (including itself) to replace Victxx xx Servicer shall or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance be relieved of any of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the obligations as Servicer could take to make the performance as a result of its duties hereunder permissible under applicable lawsuch delegation.

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets Receivables shall be conducted by the Person Citibank, N.A., London Branch (the "Servicer") -------- or such other Person so designated from time to time in accordance with pursuant to this Section 6.01Clause 12(A). Until the ------------ Deal Operating Agent gives notice to the Seller Servicer of the a designation of a new Servicer, the Originator Citibank, N.A., London Branch is hereby designated as, and hereby agrees agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of, the of a Servicer pursuant to the terms hereofof this Agreement. The Deal Agent may only designate Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer any Person to succeed the Originator or any successor Servicer upon two Business Days' prior written notice following the occurrence of and each such Seller (each a Servicer Default or an Event of Termination, and on the condition in each case that any such Person so designated shall agree "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms hereofof this Agreement in relation to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Deal Operating Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased AssetReceivables; provided, provided however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer shall without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawthis Agreement.

Designation of Servicer. The servicing, administering administration ----------------------- and collection of the Assets Transferred Receivables shall be conducted by the such Person (the "Servicer") -------- so designated hereunder from time to time in accordance with this Section 6.01time. Until the ------------ Deal Agent gives notice to the The Seller of the designation of a new Servicer, the Originator is hereby -------- designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereofhereof and the parties hereto agree and acknowledge that the Seller shall act as Servicer hereunder until the occurrence of an Event of Default under the Holland Loan Agreement. Upon the occurrence of an event of default under the Holland Loan Agreement, the Seller agrees that, upon notice to the Seller from the Purchaser or its designee, the Seller will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the Seller responsible with respect thereto. The Deal Agent Purchaser at any time after giving such notice may only designate as Servicer any Person (including itself) to succeed the Originator Seller or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationServicer, and on the condition in each case that any if such Person so designated shall consent and agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer may, with the prior written consent of the Deal Agent, which consent shall not be unreasonably withheldPurchaser, subcontract with any other Person for the servicing, administering administration or collecting collection of Transferred Receivables. Any such subcontract shall not affect the Purchased Asset, provided that the Servicer shall remain liable Servicer's liability for the performance of the its duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law.

Designation of Servicer. The servicing, administering ----------------------- administration and collection of the Assets Transferred Receivables shall be conducted by the such Person (the "“Servicer"”) -------- so designated hereunder from time to time. Until the RPA Final Payment Date, the U.S. Seller (or such other Person as may be designated from time to time in accordance with this Section 6.01. Until under the ------------ Deal Agent gives notice to the Seller of the designation of a new Servicer, the Originator RPA) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent Following the RPA Final Payment Date, the Purchaser, by notice to the U.S. Seller, may only at any time designate as Servicer any Person (including itself) to succeed the Originator U.S. Seller or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationServicer, and on the condition in each case that any if such Person so designated shall consent and agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Upon the U.S. Seller’s receipt of such notice, the U.S. Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the U.S. Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the U.S. Seller responsible with respect thereto. The Servicer may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheldPurchaser, subcontract with any other Person for the servicing, administering administration or collecting collection of Transferred Receivables. Any such subcontract shall not affect the Purchased Asset, provided that the Servicer shall remain liable Servicer’s liability for the performance of the its duties and obligations of the Servicer pursuant to the terms hereof, and any such subcontract shall terminate upon designation of a successor Servicer. The Servicer shall hereby appoints ACI as subservicer (ACI, in such capacity, the “Subservicer”) to perform the servicing, administration and collections functions of the Servicer hereunder; provided that the foregoing designation of ACI as subservicer does not resign from the obligations and duties hereby imposed on it except upon determination that (i) extend to the performance amendment or modification of its duties hereunder is no longer permissible under applicable law and a Receivable in accordance with Section 6.02(c) or (ii) there is contravene or otherwise exceed or violate Section 6.07. In no reasonable action which instance will the Servicer could take servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Purchaser hereby consents to make the performance designation of its duties hereunder permissible under applicable lawACI as subservicer hereunder.

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets Pool Receivables shall be conducted serviced, administered and collected by the Person (the "“Servicer"”) -------- designated to do so designated from time to time in accordance with this Section 6.01. Until the ------------ Deal Agent gives notice to the Seller of the designation of designates a new Servicer, the Originator Crown (USA) 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 only at any time, with the consent of or upon the instruction of the Required Purchasers, designate as Servicer any Person (including itself) to succeed the Originator Crown (USA) or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationServicer, and on the condition in each case that any if such Person so designated (other than itself) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer may subcontract with each other Originator to service, administer or collect the Pool Receivables that such other Originator creates, and may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicingto service, administering administer or collecting collect the Purchased AssetPool Receivables, provided that (i) such other Originator or other Person with whom the Servicer so subcontracts shall not become the Servicer hereunder unless the Required Purchasers shall have consented thereto (it being agreed and understood that there shall only be one Servicer at any time), (ii) the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. The , (iii) the Purchasers and the Agent shall not be deemed to be parties to any sub-servicing agreement and shall have no obligations, duties or liabilities with respect to any sub-servicer, (iv) the Servicer may not subcontract with any Canadian (as defined in Section 11.16) as a sub-servicer other than in accordance with Section 11.16, and the failure to comply with the provisions of Section 5.05(e) or 11.16 of this Agreement, Section 2.01(d) of the Receivables Contribution and Sale Agreement (as it relates to compliance with the last paragraph of Section 5.01 of the Receivables Contribution and Sale Agreement and Section 11.16 of this Agreement) or the last paragraph ofSection 5.01 of the Receivables Contribution and Sale Agreement shall constitute a termination of any such sub-servicer appointed by such Servicer and (v) any replacement of any Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance constitute a termination of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawany sub-servicer appointed by such Servicer.

Designation of Servicer. Consistent with the Buyer’s ownership of the Transferred Assets, the Buyer shall have as against the Seller the sole right to service, administer and collect the Receivables, to assign such right and to delegate such right. The servicing, administering ----------------------- and collection of the Receivables and the other Transferred Assets shall be conducted by the Person (the "“Servicer"”) -------- so designated by the Buyer from time to time in accordance with this Section 6.01. Until the ------------ Deal Collateral Agent gives notice to the Seller of the designation of a new Servicer, the Originator Seller 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 only Buyer may, at any time upon ten Business Days prior written notice, designate as Servicer any Person to succeed the Originator Seller on the condition any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof and shall be acceptable to the Collateral Agent; provided that the Buyer’s right to so designate a successor Servicer at any time is personal to the Buyer and may not be assigned to any other Person (including the Collateral Agent). The Collateral Agent may at any time from and after a Servicing Termination Event designate as Servicer any other Person to succeed the Seller or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationSuccessor Servicer, and 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 Servicer may, with the prior written consent of the Deal Buyer, the Majority Managing Agents and the Collateral Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased AssetTransferred Assets, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of use reasonable care in performing its duties as Servicer hereunder is no longer permissible under applicable law and, without limiting the foregoing, shall service the Transferred Assets in accordance with the Credit and (ii) there is no reasonable action Collection Policy. The Servicer acknowledges that the Buyer has, pursuant to the Receivables Purchase Agreement, sold to the Purchasers thereunder Purchased Assets which will be serviced pursuant to Article VI of the Servicer could take to make the performance of its duties hereunder permissible under applicable lawReceivables Purchase Agreement.

Designation of Servicer. The servicing, administering ----------------------- billing, administration and collection of the Assets Pool Receivables shall be conducted by the Person (the "Servicer") -------- Servicer so designated hereunder from time to time in accordance with this Section 6.01time. Until the ------------ Deal Administrative Agent (with the consent or at the direction of the Majority Managing Agents) gives notice to the Seller of the designation of a new ServicerServicer (which notice may be given at any time following the occurrence and during the continuation of a Servicer Replacement Event), the Originator Medco is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Medco may not resign from the obligations and liabilities hereby imposed on it, unless required to do so by law as evidenced by an opinion of counsel in form and substance satisfactory to each Managing Agent. The Deal Administrative Agent (with the consent or at the direction of the Majority Managing Agents), at any time after the occurrence and during the continuation of a Servicer Replacement Event, may only designate as Servicer any Person (including itself) to succeed the Originator Medco or any successor Servicer, on such terms and conditions as the Administrative Agent and such successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of Termination, and 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 hereofagree. The Servicer may, with the prior consent of the Deal Administrative Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for the servicing, administering administration or collecting collection of the Purchased Asset, provided that Receivables. Any such subcontract shall not affect the Servicer shall remain liable Servicer’s liability for the performance of the its duties and obligations of the Servicer pursuant to the terms hereof. The Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable be deemed to be an action which or omission by the Servicer could take to make the performance (including, without limitation, for purposes of its duties hereunder permissible under applicable lawdetermining whether any Receivable is a Diluted Receivable and for purposes of Sections 6.06 and 10.01).

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets Receivables shall be conducted by the Person Citibank, N.A., London Branch (the "Servicer") -------- or such other Person so designated from time to time in accordance with pursuant to this Section 6.01Clause 12(A). Until the ------------ Deal Operating Agent gives notice to the Seller Servicer of the a designation of a new Servicer, the Originator Citibank, N.A., London Branch is hereby designated as, and hereby agrees agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of, the of a Servicer pursuant to the terms hereofof this Deed. The Deal Agent may only designate Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer any Person to succeed the Originator or any successor Servicer upon two Business Days' prior written notice following the occurrence of and each such Seller (each a Servicer Default or an Event of Termination, and on the condition in each case that any such Person so designated shall agree "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms hereofof this Deed in relation to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Deed, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Deed and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Deed. Each Sub-Servicer may, with the prior written consent of the Deal Operating Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased AssetReceivables; provided, provided however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer shall without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Deed. The Operating Agent hereby agrees that Exide Dagenham will, from the date hereof, subcontract with Exide Batteries the duties and obligations of Exide Dagenham as Sub-Servicer. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawthis Deed.

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets Lease Receivables shall be conducted by the Person (the "Servicer") -------- so designated from time to time in accordance with this Section 6.01-------- ------- 6.02. Until the ------------ Deal Agent gives notice to the Seller Borrower (as provided below) of the ---- designation of a new ServicerServicer as provided below, the Originator LSI 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 only designate as Servicer any Person to succeed the Originator LSI or any successor Servicer upon two ten Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationDefault, and 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 Servicer may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheldwithheld and is hereby given with respect to any Permitted Subservicer, subcontract with any other Person for servicing, administering or collecting the Purchased AssetPledged Lease Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law.

Designation of Servicer. The servicing, administering ----------------------- and collection of the Assets Receivables shall be conducted by the Person Citibank, N.A., London Branch (the "Servicer") -------- or such other Person so designated from time to time in accordance with pursuant to this Section 6.01Clause 12(A). Until the ------------ Deal Operating Agent gives notice to the Seller Servicer of the a designation of a new Servicer, the Originator Citibank, N.A., London Branch is hereby designated as, and hereby agrees agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of, the of a Servicer pursuant to the terms hereofof this Agreement. The Deal Agent may only designate Servicer hereby delegates to the Seller in respect of the Purchased Receivables originated by the Seller, duties and obligations as Servicer any Person to succeed and the Originator or any successor Servicer upon two Business Days' prior written notice following Seller (the occurrence of a Servicer Default or an Event of Termination, and on the condition in each case that any such Person so designated shall agree "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms hereofof this Agreement in relation to the Purchased Receivables originated by it. The delegation hereby granted to the Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and the Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. The Sub-Servicer may, with the prior written consent of the Deal Operating Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased AssetReceivables; provided, provided however, that the Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable lawthis Agreement.

Designation of Servicer. (a) The servicing, administering ----------------------- and collection of the Assets Gross Amounts Payable shall be conducted ----------------------- serviced, administered and collected by the Person (the "Servicer") designated -------- to do so designated from time to time in accordance with this Section 6.014.01. Until the ------------ Deal Agent gives notice to the Seller of the designation of ANLIC (Hawaii) designates a new ServicerServicer pursuant to this Section 4.01, the Originator SunAmerica Life Insurance Company is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent Anchor agrees to pay to the Initial Servicer on demand all of its fees, costs and expenses in connection with the performance of its obligation as Servicer. If any Servicer Default shall have occurred and be continuing, Anchor may only designate as Servicer any Person (a "Successor Servicer") permitted hereby to succeed in ------------------ whole or in part the Originator Initial Servicer or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of Terminationsuccessor, and on the condition in each case that any if such Person so designated shall be approved by ANLIC (Hawaii) (which approval not to be unreasonably delayed or withheld) and shall agree in writing (and obtain all necessary licenses and regulatory approvals) to perform the duties and obligations of the Servicer pursuant to the terms hereofhereof to the extent requested by Anchor and permitted by all applicable laws, rules and regulations. The If Anchor is unable to obtain the consent of a third party to succeed the Initial Servicer mayor a Successor Servicer, as the case may be, as Servicer, ANLIC (Hawaii) hereby reserves the right to act as Servicer in whole or in part in accordance with the prior consent preceding sentence. Notwithstanding anything to the contrary in any Reinsurance Document and without limiting the scope of the Deal Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased Asset, provided that the Servicer shall remain liable for the performance of the duties and obligations that may be performed by a Successor Servicer, the Successor Servicer may from time to time during regular business hours inspect records and oversee activities of the Initial Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the in respect of its performance of its duties hereunder is no longer permissible obligations under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law.Reinsurance Documents, including but not

Designation of Servicer. The servicing, administering ----------------------- administration and collection of the Assets Transferred Receivables shall be conducted by the such Person (the "Servicer") -------- so designated hereunder from time to time. Until the RPA Final Payment Date, the U.S. Seller (or such other Person as may be designated from time to time in accordance with this Section 6.01. Until under the ------------ Deal Agent gives notice to the Seller of the designation of a new Servicer, the Originator RPA) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent Following the RPA Final Payment Date, the Purchaser, by notice to the U.S. Seller, may only at any time designate as Servicer any Person (including itself) to succeed the Originator U.S. Seller or any successor Servicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of TerminationServicer, and on the condition in each case that any if such Person so designated shall consent and agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Upon the U.S. Seller's receipt of such notice, the U.S. Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the U.S. Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the U.S. Seller responsible with respect thereto. The Servicer may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheldPurchaser, subcontract with any other Person for the servicing, administering administration or collecting collection of Transferred Receivables. Any such subcontract shall not affect the Purchased Asset, provided that the Servicer shall remain liable Servicer's liability for the performance of the its duties and obligations of the Servicer pursuant to the terms hereof, and any such subcontract shall terminate upon designation of a successor Servicer. The Servicer shall hereby appoints ACI as subservicer (ACI, in such capacity, the "Subservicer") to perform the servicing, administration and collections functions of the Servicer hereunder; provided that the foregoing designation of ACI as subservicer does not resign from the obligations and duties hereby imposed on it except upon determination that (i) extend to the performance amendment or modification of its duties hereunder is no longer permissible under applicable law and a Receivable in accordance with Section 6.02(c) or (ii) there is contravene or otherwise exceed or violate Section 6.07. In no reasonable action which instance will the Servicer could take servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Purchaser hereby consents to make the performance designation of its duties hereunder permissible under applicable lawACI as subservicer hereunder.