Common use of Duties of the Servicer Clause in Contracts

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Guidelines. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold), ) for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued pursuant to the Credit and Collection Policy with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable Collections being recorded pursuant to Section 1.4(e)(i); and ) hereof, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, any Purchaser Agent or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and Swift or an Affiliate thereof is serving as the Servicer, Swift or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Swift or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each the Pool Receivable Receivables from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that for the purposes of this Agreement, (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaserof the Purchasers, Purchaser Agent Agents or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing, the Servicer may take such action only with the prior written consent of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Delinquent Receivable or to foreclose upon or repossess repossess, if applicable, any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDelinquent Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller Seller, the Administrator, the Purchaser Agents and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaserof the Purchasers, the Purchaser Agent Agents or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and Peabody or an Affiliate thereof is serving as the Servicer, Peabody or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or as reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, that however, that: for the purposes of this Agreement, (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is UGI or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Administrator believes in good faith that the failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, any Purchaser Agent or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and Xxxxx or an Affiliate thereof is serving as the Servicer, Xxxxx or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Xxxxx or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement, Agreement (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaserof the Purchasers, Purchaser Agent Agents or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Servicer Default has occurred and is continuing and Xxxxx Corning Sales or an Affiliate thereof is serving as the Servicer, Xxxxx Corning Sales or such Affiliate shall not without the Administrator’s prior written consent take any such action with respect to any Pool Receivable, the Obligor of which is among the ten largest Obligors at such time computed based upon the Outstanding Balance of Pool Receivables at such time if such action is not permitted under the Credit and Collection Policy in effect immediately prior to such Servicer Default. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Xxxxx Corning Sales or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess repossess, if applicable, any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer maymay correct errors in Receivables and records of Receivables, including correcting to conform to applicable laws, rules and regulations, and to the applicable Contract, and, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or as required reflect adjustments permitted under applicable laws, rules or regulations or the applicable ContractCredit and Collection Policy; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled corrections, modifications, waivers and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment restructurings shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement and (ii) if a Termination Event or an Unmatured Termination Event has occurred and is continuing and Cxxxxx Tire or an Affiliate thereof is serving as the Servicer, Cxxxxx Tire or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Cxxxxx Tire or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside and hold in trust (or cause the Seller to set aside and hold), ) for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, any Purchaser Agent or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and VWR or an Affiliate thereof is serving as the Servicer, VWR or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer (or the applicable Sub-Servicer) and the Servicer or such Sub-Servicer, as applicable, shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is VWR or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that for the purposes of this Agreement, Agreement (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaserof the Purchasers, Purchaser Agent Agents or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and Arch Sales or an Affiliate thereof is serving as the Servicer, Arch Sales or such Affiliate may take such action only upon the prior written approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Arch Sales or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts account of the Seller and each Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable (or cause any ineligible Receivable to become an Eligible Receivable) or limit the rights of any Purchaser, Purchaser Agent or the Administrator or any Purchaser Group under this Agreement, (ii) the original invoice date shall continue to be used for purposes of determining whether such Receivable is an Eligible Receivable, a Delinquent Receivable or a Defaulted Receivable and (iii) if a Termination Event has occurred and WESCO or an Affiliate thereof is serving as the Servicer, WESCO or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator (with the consent of the Majority Purchasers). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is WESCO or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Administrator believes in good faith that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators and the Sub-Originator, it being understood that the Servicer does not guaranty the collection of any Receivable. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupCredit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators and the Sub-Originator, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupCredit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable lawsLaws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold), ) for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, as the Servicer may determine to be appropriate to maximize Collections thereof or as expressly required under applicable lawsLaws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued pursuant to the Credit and Collection Policy with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable Collections being recorded pursuant to Section 1.4(e)(i); ) hereof and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, any Purchaser Agent or the Administrator under this AgreementAgreement or any other Transaction Document. The Each Originator and the Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupCredit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable lawsApplicable Laws, rules or regulations including, for these purposes, requirements Holdings must satisfy to continue to qualify as a REIT for federal income tax purposes, or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if a Servicer Termination Event has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Each Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupCredit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)hold in custody, for the accounts account of the Seller and each Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator or any Purchaser Group under this AgreementAgreement and (ii) if a Termination Event has occurred and Airgas or an Affiliate thereof is serving as the Servicer, Airgas or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator (with the consent of the Majority Purchasers). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator (with the consent or at the direction of the Majority Purchasers) may direct the Servicer (whether TXU the Servicer is Airgas or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Administrator believes in good faith that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside identify and hold)hold in trust, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable (if such status is applicable to such Receivable prior to such action) or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Borrower and the Administrator Administrative Agent (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Capital Coverage Deficit exists or shall exist after giving effect thereto, (iv) the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than 30 days after the original due date thereof, in each case unless a corresponding Deemed Collection payment in respect of the related Pool Receivable is made in connection therewith and (v) if an Event of Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Each Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if an Event of Termination Date has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller Seller, the Administrator, the Purchaser Agents and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaserof the Purchasers, the Purchaser Agent Agents or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and Peabody or an Affiliate thereof is serving as the Servicer, Peabody or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy (or the current and historical practices of the applicable Originator if the Credit and Collection Policy has not been delivered pursuant to Section 8.01(cc)) and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections and Deemed Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy (or the current and historical practices of the applicable Originator if the Credit and Collection Policy has not been delivered pursuant to Section 8.01(cc)) and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy (or the current and historical practices of the applicable Originator if the Credit and Collection Policy has not been delivered pursuant to Section 8.01(cc)) or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if (x) a Termination Event has occurred and is continuing and (y) the Administrative Agent has delivered to the Servicer notice that such actions require the prior written consent of the Administrative Agent, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Borrowing Base Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than 30 days after the original due date thereof and (v) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent of the Purchasers or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and Peabody or an Affiliate thereof is serving as the Servicer, Peabody or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer It is intended that each of REMIC I and REMIC II hereunder shall take or cause constitute, and that the affairs of each of REMIC I and REMIC II shall be conducted so as to be taken all such action qualify as may be necessary to administer and collect each Pool Receivable from time to time, all a "real estate mortgage investment conduit" as defined in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Guidelinesagrees that it shall act as agent (and the Servicer is hereby appointed to act as agent) on behalf of REMIC I and REMIC II and as Tax Matters Person on behalf of REMIC I and REMIC II, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066) and any other Tax Return required to be filed by REMIC I or REMIC II using a calendar year as the taxable year for each of REMIC I and REMIC II and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of each of REMIC I and REMIC II for their first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of REMIC I or REMIC II are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of either REMIC I or REMIC II or that would cause the imposition of a prohibited transaction tax or a tax on contributions to REMIC I or REMIC II; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on each of REMIC I and REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of REMIC I and REMIC II are properly executed by the appropriate person; (viii) represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I and REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II and otherwise act on behalf of REMIC I and REMIC II in relation to any tax matter involving either REMIC I or REMIC II; (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee; and (x) in connection with any FHA Loan, timely pay to the FHA the FHA Insurance Premium required to be paid for each FHA Loan. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC I and REMIC II. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set aside (indemnify the Trustee and REMIC I or cause the Seller to set aside and hold)REMIC II, as applicable, for any liability it may incur in connection with this Section 5.01(a) including reimbursement to the accounts Certificate Insurer for any Insured Payments made by the Certificate Insurer in connection with such liability with respect to the Pool I and Pool IV Mortgage Loans, if any, which indemnification shall survive the termination of REMIC I and REMIC II; provided, however, that the Seller and each Purchaser Group, Servicer shall not indemnify the amount of Trustee for its negligence or willful misconduct. With respect to any Mortgage Note (other than a Mortgage Note relating to a Pool III Mortgage Loan) released by the Collections Trustee to which each is entitled in accordance with Article I. The the Servicer may, or to any Subservicer in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes terms of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if other than a Retail Receivable) release or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded satisfaction pursuant to Section 1.4(e)(i); 7.02, prior to such release, the Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of The Bank of New York, as Trustee under the Pooling and Servicing Agreement dated as of November 30, 1997, 1997-D" and (iib) such extension or adjustment shall not alter complete a restrictive endorsement that reads "The Bank of New York is the status holder of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Seller Certificateholders under the Pooling and Servicing Agreement dated as of November 30, 1997, 1997-D" with respect to those Mortgage Notes (other than a Mortgage Note relating to a Pool III Mortgage Loan) currently endorsed "Pay to the order of holder." With respect to any Mortgage Note relating to a Pool III Mortgage Loan released by the Co-Trustee to the Servicer or any Subservicer in accordance with the terms of this Agreement, other than a release or satisfaction pursuant to Section 7.02 or a release to the Claims Administrator pursuant to Section 5.15(b), prior to such release, the Co-Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of First Union Trust Company, National Association, as Co-Trustee under the Pooling and Servicing Agreement dated as of November 30, 1997, 1997-D" and (b) complete a restrictive endorsement that reads "First Union Trust Company, National Association is the holder of the mortgage note for the benefit of each Purchaser Group)the Certificateholders under the Pooling and Servicing Agreement dated as of November 30, in accordance with their respective interests1997, all records and documents (including computer tapes or disks) 1997-D" with respect to each those Mortgage Notes relating to Pool Receivable. Notwithstanding anything III Mortgage Loans currently endorsed "Pay to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection order of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentHolder."

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the Purchasers the amount of the Collections to which each is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts (each such action, a “Modification”), as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or as required reflect adjustments permitted under applicable laws, rules or regulations or the applicable ContractCredit and Collection Policies; provided, however, that for the purposes of this Agreement, : (i) such extension no Modification shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment no Modification shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement and (iii) if a Termination Event or Unmatured Termination Event has occurred and is continuing and Triumph or an Affiliate thereof is serving as the Servicer, Triumph or such Affiliate may make a Modification only upon prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group)the Purchasers, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator (with the consent of the Majority Purchaser Agents) may direct the Servicer (whether TXU the Service is Triumph or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take service and administer the Receivables on behalf of the Trust and shall have full power and authority, acting alone and/or through Sub-Servicers as provided in Section 4.2, to do any and all things which it may deem necessary or cause to be taken all desirable in connection with such action as may be necessary to administer servicing and collect each Pool Receivable from time to time, all in accordance administration and which are consistent with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance Agreement. Consistent with the Credit and Collection Guidelines. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes terms of this Agreement, the Servicer may waive, modify or vary any term of any Receivable or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Noteholders or the Insurer; provided however, that the Servicer may not permit any modification with respect to any Receivable that would change its Annual Percentage Rate, defer the payment of any principal or interest (iexcept to the extent permitted by Section 4.6(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 4.6(a)) the final maturity date on such extension shall not change Receivable. Without limiting the number of days such Pool Receivable has remained unpaid from the date generality of the original invoice (if a Retail Receivable) foregoing, the Servicer in its own name or in the original due date (if a POR Receivable) related name of the Seller is hereby authorized and empowered by the Trust Collateral Agent when the Servicer believes it appropriate in its best judgment to such Pool Receivable unless such Pool Receivable has been cancelled execute and reissued deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with an appropriate Deemed Collection in an amount equal respect to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); Receivables and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver with respect to the Servicer and Financed Vehicles; provided however, that notwithstanding the foregoing, the Servicer shall hold for not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the benefit right to collect the unpaid balance of any Receivable from the Seller Obligor, except that the Servicer may forego collection efforts if the amount subject to collection is de minimis and the Administrator (for the benefit of each Purchaser Group), if it would forego collection in accordance with their respective interestsits customary procedures. If any Receivable contains a "due-on-sale" provision allowing the holder thereof to accelerate the Receivable upon sale of the Financed Vehicle financed thereunder, all records and documents (including computer tapes or disks) with respect the Servicer shall take reasonable steps under the circumstances to each Pool Receivable. Notwithstanding anything to the contrary contained herein, enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after the Facility Termination Date determining that such Financed Vehicle has been declared pursuant to Section 2.2sold; provided however, the Administrator may direct that the Servicer (whether TXU or any other Person) shall not be obligated to commence or settle take any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentprovision.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside or hold in trust (or shall cause the Seller Borrower to set aside and holdor hold in trust), for the accounts of the Seller Borrower and each Purchaser GroupCredit Party, the amount of the Collections it or its Affiliates receive to which the Borrower or each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Borrower and the Administrator Administrative Agent (individually and for the benefit of each Purchaser GroupCredit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Guidelines. The Servicer shall set aside (or cause Policy and consistent with the Seller to set aside and hold), for the accounts past practices of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. Originators. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect sales adjustments and other adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to or invoice date of such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Agent (individually and the Administrator (for the benefit of each Purchaser GroupInvestor), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each the Pool Receivable Receivables from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that for the purposes of this Agreement, (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaserof the Purchasers, Purchaser Agent Agents or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing, the Servicer may take such action only with the prior written consent of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess repossess, if applicable, any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts account of the Seller and each Purchaser GroupCredit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator or any Secured Party under this AgreementAgreement and (iii) if an Event of Default has occurred and Worthington or an Affiliate thereof is serving as the Servicer, Worthington or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator (with the consent of the Majority Lenders). The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Borrower and the Administrator (individually and for the benefit of each Purchaser GroupCredit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Worthington or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) an Event of Default has occurred or (B) the Servicer be entitled Administrator believes in good faith that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take service and administer the Receivables on behalf of the Trust and shall have full power and authority, acting alone and/or through Sub-Servicers as provided in Section 4.2, to do any and all things which it may deem necessary or cause to be taken all desirable in connection with such action as may be necessary to administer servicing and collect each Pool Receivable from time to time, all in accordance administration and which are consistent with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance Agreement. Consistent with the Credit and Collection Guidelines. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes terms of this Agreement, the Servicer may waive, modify or vary any term of any Receivable or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Noteholders or the Insurer; provided however, that the Servicer may not permit any modification with respect to any Receivable that would change its Annual Percentage Rate, defer the payment of any principal or interest (iexcept to the extent permitted by Section 4.6(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 4.6(a)) the final maturity date on such extension shall not change Receivable. Without limiting the number of days such Pool Receivable has remained unpaid from the date generality of the original invoice (if a Retail Receivable) foregoing, the Servicer in its own name or in the original due date (if a POR Receivable) related name of the Seller is hereby authorized and empowered by the Trust Collateral Agent when the Servicer believes it appropriate in its best judgment to such Pool Receivable unless such Pool Receivable has been cancelled execute and reissued deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with an appropriate Deemed Collection in an amount equal respect to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); Receivables and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver with respect to the Servicer and Financed Vehicles; provided however, that notwithstanding the foregoing, the Servicer shall hold for not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the benefit right to collect the unpaid balance of any Receivable from the Seller Obligor, except that the Servicer may forego collection efforts if the amount subject to collection is de minimis and the Administrator (for the benefit of each Purchaser Group), if it would forego collection in accordance with their respective interestsits customary procedures. If any Receivable contains a "due-on-sale" provision allowing the holder thereof to accelerate the Receivable upon sale of the Financed Vehicle financed thereunder, all records and documents (including computer tapes or disks) with respect the Servicer shall take reasonable steps under the circumstances to each Pool Receivable. Notwithstanding anything to the contrary contained herein, enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after the Facility Termination Date determining that such Financed Vehicle has been declared pursuant to Section 2.2sold; provided however, the Administrator may direct that the Servicer (whether TXU or any other Person) shall not be obligated to commence or settle take any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentprovision.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupPurchaser, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments required under applicable laws, rules or regulations or the applicable Contractcontract thereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and CONSOL Energy or an Affiliate thereof is serving as the Servicer, CONSOL Energy or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser GroupPurchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after following the Facility occurrence and continuation of a Termination Date has been declared pursuant to Section 2.2Event or an Unmatured Termination Event under Exhibit V, clause (j) hereof, the Administrator may direct the Servicer (whether TXU the Servicer is CONSOL Energy or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the Purchasers the amount of the Collections to which each is entitled in accordance with Article I. I hereof. The Servicer Servicer, the Originators and the Sub-Originators may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer Servicer, the Originators and the Sub-Originators may reasonably determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement, : (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement and (iii) if a Termination Event or an Unmatured Termination Event has occurred and is continuing and FleetCor or an Affiliate thereof is serving as the Servicer, FleetCor or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group)Purchasers, in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator (with the consent of the Majority Purchaser Agents) may direct the Servicer (whether TXU the Servicer is FleetCor or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts account of the Seller and each Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator or any Purchaser Group under this AgreementAgreement and (iii) if a Termination Event has occurred and Worthington or an Affiliate thereof is serving as the Servicer, Worthington or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator (with the consent of the Majority Purchasers). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Worthington or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Administrator believes in good faith that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts account of the Seller and each Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days or beyond 90 days from the original invoice date) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator or any Purchaser Group under this AgreementAgreement and (ii) if a Termination Event has occurred and WESCO or an Affiliate thereof is serving as the Servicer, WESCO or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator (with the consent of the Majority Purchasers). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is WESCO or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Administrator believes in good faith that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and Cloud Peak or an Affiliate thereof is serving as the Servicer, Cloud Peak or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Cloud Peak or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or ---------------------- cause to be taken all such action actions as may be it deems necessary or advisable to administer and collect each Pool Pledged Lease Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. Each of the Borrower, the Securitization Lender, each Liquidity Provider and the Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.02, ------------ to enforce its respective rights and interests in and under the Pledged Lease Receivables, the Related Security and the related Leases. The Servicer (so long as it is LSI) will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Pledged Lease Receivables as it applies and follows with respect to Lease Receivables which are not Pledged Lease Receivables. In no event shall the Servicer be entitled to make the Agent, the Securitization Lender or any Liquidity Provider a party to any litigation without the Agent's express prior written consent. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts account of the Seller Securitization Lender and each Purchaser Group, the amount of Liquidity Providers the Collections to which each is entitled of Pledged Lease Receivables in accordance with Article I. Section 6.05. The Servicer shall segregate and deposit with ------------ the Transaction Collection Account Bank the Collections of Pledged Lease Receivables, set aside for the Securitization Lender and the Liquidity Providers, within two Business Days following receipt by the Servicer of such Collections and will provide payment instructions to such bank as directed by the Agent. Provided that the Termination Date shall not have occurred, LSI, while it is Servicer, may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity amend, modify or waive any term or condition of any Pool Lease unless such amendment, modification or waiver (i) is inconsistent with the servicing standards set forth above, (ii) would reduce or adversely affect the Obligor's obligation to maintain, service and insure the underlying Equipment, (iii) would cause Lease Receivables arising thereunder to fail to be Eligible Lease Receivables (as if tested on the date of such amendment, modification or waiver) or (iv) would materially adversely affect the amount or collectibility of any Lease Receivable arising thereunder. Notwithstanding the provisions of the preceding sentence, the Servicer may (1) permit any of the actions set forth in such clause, which in the Servicer's sole discretion, in accordance with the same manner in which it services contracts and extend equipment held for its own account, would maximize recoveries on any Lease, or (2) permit termination of a Lease which does not otherwise provide for termination by requiring, in the maturity case of either clause (1) or adjust (2), that the Obligor deposit in the LSI Collection Account, or, if the terms of such extension or termination do not provide for such payment by the Obligor, that the Servicer deposit in the LSI Collection Account, in lieu of all future Periodic Installments of Rent with respect to such Lease, an amount which equals or exceeds the applicable Outstanding Balance of such Lease and the Breakage Indemnity, if any, payable as a consequence of such termination by not later than the second Business Day following the consummation of such action; provided, however, that the Servicer will not be permitted to allow prepayment -------- ------- by an Obligor if there are any Defaulted Receivable as amounts due under the related Lease after such prepayment. The Borrower shall deliver to the Servicer, and the Servicer shall hold in trust for the Borrower, the Securitization Lender and the Liquidity Providers in accordance with their respective interests, all Records. If an Obligor requests either an upgrade or a trade-in of an item of Equipment in contravention of the terms of a Lease, the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or acquire such Equipment and the applicable Contract; provided, related Lease provided that for the purposes of this Agreement, Servicer either (i) such extension shall not change transfers a Substitute Lease to the number of days such Pool Receivable has remained unpaid from the date Borrower in accordance with Section 1.01(c) of the original invoice Contribution Agreement or (if a Retail Receivableii) or deposits into the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Transaction Collection in Account an amount equal to the Outstanding Balance of such Lease and the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable Breakage Indemnity, if any, payable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentconsequence thereof.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and in all applicable laws, rules and regulationsmaterial respects with all Applicable Laws, with reasonable care and diligence, and in all material respects in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in all material respects in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Capital Coverage Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than thirty (30) days after the original due date thereof and (v) if an Event of Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if an Event of Termination Date has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupCredit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract, including adjustment of any payment terms with respect to any Payment Upon Final Delivery Contracts; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupCredit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related SecuritySecurity with respect to any such Defaulted Receivable. The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if CMA or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than CMA or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. The Servicer’s obligations hereunder shall have no liability hereunder for terminate on the Final Payout Date. Promptly following any such directions in good faith. In no eventthe Final Payout Date, however, shall the Servicer be entitled shall deliver to make the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or authorize any Person to make that have been obtained by the AdministratorServicer, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentin connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the Purchasers the amount of the Collections to which each is entitled in accordance with Article I. I hereof. The Servicer and the Originators may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer and the Originators may reasonably determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement, : (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement and (iii) if a Termination Event or an Unmatured Termination Event has occurred and is continuing and FleetCor or an Affiliate thereof is serving as the Servicer, FleetCor or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group)Purchasers, in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator (with the consent of the Majority Purchaser Agents) may direct the Servicer (whether TXU the Servicer is FleetCor or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to administer and collect each Pool Purchased Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and/or the Additional Credit Guidelines. Each of the Seller, PARCO, the APA Banks and the Funding Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.1, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security and the related Contracts. The Servicer (so long as it is AFL) will at all times apply the same standards and follow the same procedures with respect to the decision to commence litigation, and in prosecuting and litigating with respect to Purchased Receivables as it applies and follows with respect to Receivables which are not Purchased Receivables. In no event shall the Servicer be entitled to make the Funding Agent, PARCO or any APA Bank a party to any litigation referred to in the immediately preceding sentence without such Person's express prior written consent. The Servicer shall set aside cause all Collections of Purchased Receivables deposited in the Lock-Box to be transferred to the Lock-Box Account within one (or cause 1) day of receipt into the Seller Lock-Box and to set aside the Collection Account within two (2) Business Days of receipt into the Lock-Box Account (or, following a Servicer Termination Event, one (1) Business Day). The Servicer shall also, in no event later than two (2) Business Days (or, after a Servicer Termination Event, one (1) Business Day) after receipt, transfer to the Collection Account any and hold)all Collections of Purchased Receivables received by the Servicer and, prior to such transfer, shall hold such amounts in trust for the accounts benefit of PARCO and APA Banks. Provided that the Seller and each Purchaser GroupTermination Date shall not have occurred, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer Servicer, may, in accordance with the applicable express provisions of the Credit and Collection GuidelinesPolicy and/or the Additional Credit Guidelines and in the ordinary course of business, extend the maturity amend, modify or waive any term or condition of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of Contract relating to any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Purchased Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of the Seller Seller, PARCO and the Administrator (for the benefit of each Purchaser Group), APA Banks in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentRecords.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care the same degree of skill, care, diligence and diligenceattention that the Servicer exercises from time to time with respect to all similarly situated contracts and receivables that it services for itself, the Originators or others (or that it formerly serviced for itself, the Originators or others) and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupLender, the amount of the Collections to which each such Lender is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) unless a Deemed Collection payment is made by the applicable Originator in accordance with the Initial Purchase and Sale Agreement with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable after the original due date thereof or reduce the principal balance thereof and (iv) without limiting the generality of clauses (i) through (iiii) above, if an Initial Servicer Default or an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupLender), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Initial Servicer Default or an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may (or at the direction of the Required Lenders, shall) direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and ANR or an Affiliate thereof is serving as the Servicer, ANR or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is ANR or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupParty, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable (unless such Pool Receivable has been cancelled and reissued with is no longer deemed an appropriate Deemed Collection in an amount equal Eligible Receivable hereunder or the Administrative Agent otherwise consents to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant such action (such consent not to Section 1.4(e)(ibe unreasonably withheld); and ), (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupParty), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service (including the IP Services), administer and collect the Collateral (including each Pool Receivable Receivable) from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the IP License, the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupLender, the amount of the Collections to which each such Lender is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Borrowing Base Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable or extend the due date of any Pool Receivable after the original due date thereof and (v) if an Initial Servicer Replacement Event or an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupLender), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable, the IP License and the other Collateral. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Initial Servicer Replacement Event or an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may (or at the direction of the Required Lenders, shall) direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make Defaulted Receivable or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or take any other Affected Person a party enforcement action with respect to any legal action without such Person’s, as the case may be, express prior written consentother Collateral.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. If instructed by the Agent, the Servicer shall segregate and deposit with the Agent the amount of Collections to which the Agent is entitled pursuant to Article I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, in each case, as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Purchasers or the Administrator Agent under this AgreementAgreement and (iii) if a Termination Event has occurred and AAR or an Affiliate thereof is serving as the Servicer, AAR or such Affiliate may make such extension or adjustment only upon the prior approval of the Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Agent (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility a Termination Date has been declared pursuant to Section 2.2Event, the Administrator Agent may direct the Servicer (whether TXU the Servicer is AAR or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The At the request of the Servicer, the Seller shall, and shall cause each Originator to, deliver to the Servicer, and the Servicer shall have no liability hereunder hold in trust for following the Seller, the Agent and each Purchaser in accordance with their respective interests, all Records with respect to the each Receivable; it being agreed that until that time, AAR and each Originator shall be deemed to be holding all such Records in trust for the Seller, the Agent and each Purchaser. Notwithstanding anything contained to the contrary herein or in any such directions in good faith. In no eventof the other Transaction Documents, howeverupon the occurrence and during the continuance of a Termination Event or an Unmatured Termination Event, the Agent, for the benefit of the Purchasers, shall have the absolute and unlimited right to direct the Servicer be entitled to make or authorize any Person to make (whether the AdministratorServicer is AAR, any Purchaser Agent, any Purchaser an Affiliate thereof or any other Affected Person a party Person) to commence or settle any legal action without such Person’s, as the case may be, express prior written consentto enforce collection of any Receivable or to foreclose upon or repossess any Related Security.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The I hereof. Subject to the provisions of Section 1.4(e), the Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend extend, waive, amend or otherwise modify the maturity terms of any Pool Receivable and extend the maturity Receivable, or adjust the Outstanding Balance amend, waive or otherwise modify in any material respect any term or condition of any Defaulted Receivable Contract related thereto, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension extension, waiver, amendment or other modification shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless Receivable, (such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension extension, waiver, amendment or adjustment other modification shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable and (ii) if a Termination Event has occurred and is continuing and TransDigm or limit an Affiliate thereof is serving as the rights Servicer, TransDigm or such Affiliate may take such action only upon the prior written approval of any Purchaser, Purchaser Agent or the Administrator under this AgreementAdministrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is TransDigm or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators and the Sub-Originator. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators and the Sub-Originator, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that solely for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Issuer shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupLender, the amount of the Collections to which each such Lender is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Borrowing Base Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable or extend the due date of any Pool Receivable after the original due date thereof and (v) if an Initial Servicer Default or an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupLender), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Initial Servicer Default or an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may (or at the direction of the Required Class Lenders of any Class, shall) direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be it deems necessary or advisable to administer and collect each Pool Receivable from time to timetime and to enforce collection of the Receivables Assets, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts Each of the Seller and each Purchaser GroupSeller, the amount of Purchaser, each Liquidity Provider and the Collections Agent hereby appoints as its nominee the Servicer, from time to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded time designated pursuant to Section 1.4(e)(i); 6.01, to enforce its respective rights and (ii) such extension or adjustment shall not alter interests in and under the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer Receivables and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer is authorized to (i) in accordance with the Credit and Collection Policy, alter, amend or modify the terms of any Transferred Receivable, provided that no such modification shall have no liability hereunder the effect of any Transferred Receivable becoming an Eligible Receivable if such Transferred Receivable was not an Eligible Receivable prior to such modification or would have ceased to be an Eligible Receivable but for following such modification, and (ii) after any Transferred Receivable becomes a Defaulted Receivable and to the extent permitted under and in compliance with applicable law, commence proceedings with respect to the enforcement of payment of any such directions Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in good faitheach case to the same extent as the applicable Originator could have done if it had continued to own such Transferred Receivable. In no event, however, event shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any the Purchaser or any other Affected Person Liquidity Provider a party to any legal action litigation without such Person’s, as the case may be, Agent’s express prior written consent. Each of the Seller, each Originator, the Agent and the Purchaser shall furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or appropriate to service and administer and collect the collection of each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with commercially reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy in a manner consistent in all material respects with the past practices of the Originators (after taking into consideration the transactions contemplated by the Transaction Documents). The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with this Agreement and the other Transaction Documents to which it is a party, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof thereof, reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable ContractContract or in a manner that does not adversely affect the Pool Receivables or Collections thereon; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable and (iii) if a Termination Event has occurred and is continuing, the Servicer may modify, waive or limit restructure a Pool Receivable (or reflect any related adjustments) only upon the rights prior written consent of any Purchaser, Purchaser Agent or the Administrator under this AgreementAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold in trust for the benefit of the Seller Borrower and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, Secured Parties all records and documents (including computer tapes or disks) with respect that relate to each the Pool ReceivableReceivables. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if a Servicer Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if a Servicer Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and CSS or an Affiliate thereof is serving as the Servicer, CSS or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, at any time after the Facility a Termination Date Event has been declared pursuant to Section 2.2, occurred and is continuing the Administrator may direct the Servicer (whether TXU the Servicer is CSS or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement, Agreement (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaserof the Purchasers, Purchaser Agent Agents or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and Meritor or an Affiliate thereof is serving as the Servicer, Meritor or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Meritor or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess repossess, if applicable, any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to administer and collect each Pool Receivable Purchased Receivables from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. Each of the Seller, EagleFunding and the Deal Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security related thereto and the related Collections. The Servicer shall set aside (or cause will at all times apply the Seller to set aside same standards and hold), for follow the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) same procedures with respect to each Pool Receivable. Notwithstanding anything the decision to the contrary contained hereincommence, after the Facility Termination Date has been declared pursuant and in prosecuting and litigating with respect to Section 2.2Purchased Receivables as it applies and follows with respect to accounts, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faithchattel paper and instruments which are not Purchased Receivables. In no event, however, event shall the Servicer be entitled to make the Deal Agent or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person EagleFunding a party to any legal action litigation without such Person’s, as the case may be, Deal Agent's and EagleFunding's express prior written consent.. The Servicer shall segregate and set aside for the account of EagleFunding all Collections of the Purchased Receivables and Related Security in accordance with Section 2.05 of the Originator Purchase Agreement and Section 6.06 hereof and shall cause all such Collections to be remitted to a Lock-Box Account and/or deposited directly into the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the Lock-Box Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and shall not deposit any such checks or instruments in its own accounts unless it is determined to the Deal Agent's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections of the Purchased Receivables or Related Security related thereto shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not have occurred, the Originator, while it is Servicer, may, in accordance with the Credit and Collection Policy, (i) amend, modify or waive any term or condition of any Contract to reflect any Permitted Extension,

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to administer and collect each Pool Receivable Purchased Receivables from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. Each of the Seller, Triple-A, ING, the Administrative Agent and the Collateral Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to SECTION 6.01, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security related thereto and the related Collections. The Servicer will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Purchased Receivables as it applies and follows with respect to accounts, chattel paper and instruments which are not Purchased Receivables. In no event shall the Servicer be entitled to make the Collateral Agent, Triple-A, ING or the Administrative Agent a party to any litigation without the Collateral Agent's, Triple-A's, ING's and the Administrative Agent's express prior written consent. The Servicer shall segregate and set aside (or cause the Seller to set aside and hold), for the accounts account of Triple-A and ING all Collections of the Seller Purchased Receivables and each Purchaser Group, the amount of the Collections to which each is entitled Related Security in accordance with Article I. SECTION 2.05 of the Purchase Agreement and SECTION 6.06 hereof and shall cause all such Collections to be remitted to a Lock-Box Account and/or deposited directly into the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the Lock-Box Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and shall not deposit any such checks or instruments in its own accounts unless it is determined to the Collateral Agent's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections of the Purchased Receivables or Related Security related thereto shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not have occurred, the Originator, while it is Servicer, may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity (i) amend, modify or waive any term or condition of any Pool Receivable and extend the maturity or Contract to reflect any Permitted Extension, (ii) adjust the Outstanding Balance of any Defaulted Purchased Receivable as to reflect the Servicer may determine to be appropriate to maximize Collections thereof reductions, adjustments or as required under applicable laws, rules or regulations or cancellations described in the applicable Contract; provided, that for the purposes first sentence of SECTION 2.04(d) of this Triple-A Purchase Agreement, (iiii) so long as such extension shall prepayment would not change cause a Wind-Down Event under this Triple-A Purchase Agreement, and subject to the number of days such Pool Receivable has remained unpaid from the date payment of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal Termination Amount, consent to the Outstanding Balance prepayment or early termination of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); a Contract, and (iiiv) such extension amend, modify or adjustment shall not alter the status waive any provision of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit so as to maximize the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreementcollectibility thereof. The Seller shall deliver to the Servicer and the Servicer shall hold in trust for the benefit of the Seller Seller, Triple-A and the Administrator (for the benefit of each Purchaser Group)ING, in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool ReceivableRecords. Notwithstanding anything to the contrary contained herein, after following the Facility Termination Date has been declared pursuant to Section 2.2occurrence of an Event of Termination, the Administrator may Collateral Agent shall have the absolute and unlimited right to direct the Servicer (whether TXU the Servicer is the Originator or any other Personotherwise) to commence or settle any legal action to enforce the collection of any Pool Receivable or other Transferred Asset or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause ---------------------- to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Issuer, the amount of the Collections to which each is entitled in accordance with Article ------- I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines- Policies, extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment -------- ------- shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (ii) if a Termination Event has occurred and IMCO or an Affiliate thereof is serving as the Servicer, IMCO or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is IMCO or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have , provided that -------- no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer direction may be entitled to make given unless a Termination Event or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentan Unmatured Termination Event has occurred and is continuing.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the Issuer the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (ii) if a Termination Event has occurred and First Brands or an Affiliate thereof is serving as the Servicer, First Brands or such Affiliate may make such extension or adjustment only upon the prior written approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Groupthe Issuer and individually), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is First Brands or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Administrator believes in good faith that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts account of the Seller and each Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days or beyond 90 days from the original invoice date) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator or any Purchaser Group under this AgreementAgreement and (ii) if a Termination Event has occurred and WESCO or an Affiliate thereof is serving as the Servicer, WESCO or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator (with the consent of the Majority Purchasers). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is WESCO or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Administrator believes in good faith that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and Peabody or an Affiliate thereof is serving as the Servicer, Peabody or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupPurchaser, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement and (iii) after knowledge by or notice to, the Servicer that a Termination Event has occurred and is continuing and Strategic Energy or an Affiliate thereof is serving as the Servicer, Strategic Energy or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser GroupPurchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after following the Facility occurrence and continuation of a Termination Date has been declared pursuant to Section 2.2Event, the Administrator may direct the Servicer (whether TXU the Servicer is Strategic Energy or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary (i) to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators and (ii) to comply with its obligations under Section 8.03 and the other Transaction Documents. The Servicer shall set aside (or shall cause the Seller Borrower to set aside and holdaside), for the accounts of the Seller Borrower and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts (including extending the maturity of any Pool Receivable and extend extending the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable), as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, upon notice from the Administrative Agent that it wants consent rights over such actions, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Borrower and the Administrator Administrative Agent (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupCredit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract, including adjustment of any payment terms with respect to any Payment Upon Final Delivery Contracts; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event 76 of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupCredit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to administer and collect each Pool Receivable Purchased Receivables from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. Each of the Seller, Triple-A, the Administrative Agent and the Collateral Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security related thereto and the related Collections. The Servicer shall set aside (or cause will at all times apply the Seller to set aside same standards and hold), for follow the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) same procedures with respect to each Pool Receivable. Notwithstanding anything the decision to the contrary contained hereincommence, after the Facility Termination Date has been declared pursuant and in prosecuting and litigating with respect to Section 2.2Purchased Receivables as it applies and follows with respect to accounts, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faithchattel paper and instruments which are not Purchased Receivables. In no event, however, event shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Collateral Agent, any Purchaser Triple-A or any other Affected Person the Administrative Agent a party to any legal action litigation without such Person’sthe Collateral Agent's, as Triple-A's and the case may be, Administrative Agent's express prior written consent.. The Servicer shall segregate and set aside for the account of Triple-A all Collections of the Purchased Receivables and Related Security in accordance with Section 2.05 of the Purchase Agreement and Section 6.06 hereof and shall cause all such Collections to be remitted to a Lock-Box Account and/or deposited directly into the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the Lock-Box Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and shall not deposit any such checks or instruments in its own accounts unless it is determined to the Collateral Agent's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections of the Purchased Receivables or Related Security related thereto shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not have occurred, the Originator, while it is Servicer, may, in accordance with the Credit and Collection Policy,

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupParty, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable (unless such Pool Receivable has been cancelled and reissued with is no longer deemed an appropriate Deemed Collection in an amount equal Eligible Receivable hereunder or Administrative Agent otherwise consents to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant such action (such consent not to Section 1.4(e)(ibe unreasonably withheld); and , (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupParty), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date if an Event of Default has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable take such action as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, that however, that: for the purposes of this Agreement, (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and Xxxxxxxxx or an Affiliate thereof is serving as the Servicer, Xxxxxxxxx or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Xxxxxxxxx or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Unmatured Termination Event described in paragraph (f) of Exhibit V has occurred and the Administrator believes in good faith that the failure to make commerce, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Guidelines. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the all purposes of this -------- ------- Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and KCI or an Affiliate thereof is serving as the Servicer, KCI or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is KCI or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, -------- however, shall that no such direction may be given unless either: (A) a Termination ------- Event has occurred or (B) the Servicer be entitled Administrator reasonably believes that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary commercially reasonable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller Seller, the Administrator, the Purchaser Agents and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaserof the Purchasers, the Purchaser Agent Agents or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and Peabody or an Affiliate thereof is serving as the Servicer, Peabody or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement, Agreement (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaserof the Purchasers, Purchaser Agent Agents or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Servicer Default has occurred and is continuing and Xxxxx Corning Sales or an Affiliate thereof is serving as the Servicer, Xxxxx Corning Sales or such Affiliate shall not without the Administrator’s prior written consent take any such action with respect to any Pool Receivable, the Obligor of which is among the ten largest Obligors at such time computed based upon the Outstanding Balance of Pool Receivables 740811803 17540157 at such time if such action is not permitted under the Credit and Collection Policy in effect immediately prior to such Servicer Default. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Xxxxx Corning Sales or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess repossess, if applicable, any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to administer and collect each Pool Receivable from time to timeReceivable, all in accordance with this Agreement and all applicable laws, rules and regulationsLaw, with reasonable care and diligence, and in accordance with the Credit and Collection Guidelines. The Servicer shall set aside (or cause the Seller Borrowers to set aside and hold), for the accounts of the Seller Borrowers and each Purchaser Lender Group, the amount of the Collections to which each is entitled in accordance with Article I. II, and, in particular, shall be responsible for assuring that no funds are released from the Concentration Accounts if any such release would result in a Borrowing Base Deficiency (whether by operation of Section 2.4(b), Section 2.4(d) or otherwise). The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations Law or the applicable Contract; provided, that for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i2.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any PurchaserLender, Purchaser Managing Agent or the Administrator Administrative Agent under this Agreement. The Seller Borrowers shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Borrowers and the Administrator Administrative Agent (for the benefit of each Purchaser Lender Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, while an Event of Default exists or after the a Facility Termination Maturity Date has been declared pursuant to Section 2.29.1, the Administrator Administrative Agent may direct the Servicer (whether TXU Herc or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Administrative Agent, any Purchaser Managing Agent, any Lender or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and in all applicable laws, rules and regulationsmaterial respects with all Applicable Laws, with reasonable care and diligence, and in all material respects in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in all material respects in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such 98 Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Capital Coverage Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than thirty (30) days after the original due date thereof and (v) if an Event of Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if an Event of Termination Date has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take service and administer the Receivables on behalf of the Trust and shall have full power and authority, acting alone and/or through Sub-Servicers as provided in Section 4.2, to do any and all things which it may deem necessary or cause to be taken all desirable in connection with such action as may be necessary to administer servicing and collect each Pool Receivable from time to time, all in accordance administration and which are consistent with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance Agreement. Consistent with the Credit and Collection Guidelines. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes terms of this Agreement, the Servicer may waive, modify or vary any term of any Receivable or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, such waiver, modification, postponement or indulgence is not materially adverse to the Noteholders or the Insurer; provided however, that the Servicer may not permit any modification with respect to any Receivable that would change its Annual Percentage Rate, defer the payment of any principal or interest (iexcept to the extent permitted by Section 4.6(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 4.6(a)) the final maturity date on such extension shall not change Receivable. Without limiting the number of days such Pool Receivable has remained unpaid from the date generality of the original invoice (if a Retail Receivable) foregoing, the Servicer in its own name or in the original due date (if a POR Receivable) related name of the Seller is hereby authorized and empowered by the Trust Collateral Agent when the Servicer believes it appropriate in its best judgment to such Pool Receivable unless such Pool Receivable has been cancelled execute and reissued deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with an appropriate Deemed Collection in an amount equal respect to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); Receivables and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver with respect to the Servicer and Financed Vehicles; provided however, that notwithstanding the foregoing, the Servicer shall hold for not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the benefit right to collect the unpaid balance of any Receivable from the Seller Obligor, except that the Servicer may forego collection efforts if the amount subject to collection is de minimis and the Administrator (for the benefit of each Purchaser Group), if it would forego collection in accordance with their respective interestsits customary procedures. If any Receivable contains a "due-on-sale" provision allowing the holder thereof to accelerate the Receivable upon sale of the Financed Vehicle financed thereunder, all records and documents (including computer tapes or disks) with respect the Servicer shall take reasonable steps under the circumstances to each Pool Receivable. Notwithstanding anything to the contrary contained herein, enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after the Facility Termination Date determining that such Financed Vehicle has been declared pursuant to Section 2.2sold; provided however, the Administrator may direct that the Servicer (whether TXU or any other Person) shall not be obligated to commence or settle take any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentprovision.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisablecommercially reasonable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller Seller, the Administrator, the Purchaser Agents and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaserof the Purchasers, the Purchaser Agent Agents or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and Peabody or an Affiliate thereof is serving as the Servicer, Peabody or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer It is intended that each of REMIC I and REMIC II hereunder shall take or cause constitute, and that the affairs of each of REMIC I and REMIC II shall be conducted so as to be taken all such action qualify as may be necessary to administer and collect each Pool Receivable from time to time, all a "real estate mortgage investment conduit" as defined in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Guidelinesagrees that it shall act as agent (and the Servicer is hereby appointed to act as agent) on behalf of REMIC I and REMIC II and as Tax Matters Person on behalf of REMIC I and REMIC II, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066) and any other Tax Return required to be filed by REMIC I or REMIC II using a calendar year as the taxable year for each of REMIC I and REMIC II and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of each of REMIC I and REMIC II for their first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of REMIC I or REMIC II are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of either REMIC I or REMIC II or that would cause the imposition of a prohibited transaction tax or a tax on contributions to REMIC I or REMIC II; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on each of REMIC I and REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of REMIC I and REMIC II are properly executed by the appropriate person; (viii) represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I and REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II and otherwise act on behalf of REMIC I and REMIC II in relation to any tax matter involving either REMIC I or REMIC II; (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee; and (x) in connection with any FHA Loan, timely pay to the FHA the FHA Insurance Premium required to be paid for each FHA Loan. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC I and REMIC II. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set aside (indemnify the Trustee and REMIC I or cause the Seller to set aside and hold)REMIC II, as applicable, for any liability it may incur in connection with this Section 5.01(a) including reimbursement to the accounts Certificate Insurer for any Insured Payments made by the Certificate Insurer in connection with such liability with respect to the Pool I and Pool III Mortgage Loans, if any, which indemnification shall survive the termination of REMIC I and REMIC II; provided, however, that the Seller and each Purchaser Group, Servicer shall not indemnify the amount of Trustee for its negligence or willful misconduct. With respect to any Mortgage Note (other than a Mortgage Note relating to a Pool III Mortgage Loan) released by the Collections Trustee to which each is entitled in accordance with Article I. The the Servicer may, or to any Subservicer in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes terms of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if other than a Retail Receivable) release or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded satisfaction pursuant to Section 1.4(e)(i); 7.02, prior to such release, the Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of The Bank of New York, as Trustee under the Pooling and Servicing Agreement dated as of February 28, 1998, 1998-A" and (iib) such extension or adjustment shall not alter complete a restrictive endorsement that reads "The Bank of New York is the status holder of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Seller Certificateholders under the Pooling and Servicing Agreement dated as of February 28, 1998, 1998-A" with respect to those Mortgage Notes (other than a Mortgage Note relating to a Pool III Mortgage Loan) currently endorsed "Pay to the order of holder." With respect to any Mortgage Note relating to a Pool III Mortgage Loan released by the Co-Trustee to the Servicer or any Subservicer in accordance with the terms of this Agreement, other than a release or satisfaction pursuant to Section 7.02 or a release to the Claims Administrator pursuant to Section 5.15(b), prior to such release, the Co-Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of First Union Trust Company, National Association, as Co-Trustee under the Pooling and Servicing Agreement dated as of February 28, 1998, 1998-A" and (b) complete a restrictive endorsement that reads "First Union Trust Company, National Association is the holder of the mortgage note for the benefit of each Purchaser Group)the Certificateholders under the Pooling and Servicing Agreement dated as of February 28, in accordance with their respective interests1998, all records and documents (including computer tapes or disks) 1998-A" with respect to each those Mortgage Notes relating to Pool Receivable. Notwithstanding anything III Mortgage Loans currently endorsed "Pay to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection order of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentHolder."

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and Lesco or an Affiliate thereof is serving as the Servicer, Lesco or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Lesco or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause ---------------------- to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article ------- I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend - the maturity of any Pool Receivable (but not beyond 60 days and not more than once with respect to any such Pool Receivable) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, -------- ------- that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaserthe Purchasers, Purchaser the Collateral Agent or the Administrator Funding Agents under this AgreementAgreement and (ii) if a Termination Event has occurred and USS or an Affiliate thereof is serving as the Servicer, USS or such Affiliate may make such extension or adjustment only upon the prior written approval of the Funding Agents. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Collateral Agent (individually and for the benefit of each Purchaser Groupthe Purchasers and the Funding Agents), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator Funding Agents may direct the Servicer (whether TXU the Servicer is USS or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given -------- ------- unless either: (A) a Termination Event has occurred or (B) any Funding Agent believes in good faith that the Servicer be entitled failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the Issuer the amount of the Collections to which each is entitled in accordance with Article I. I hereof. The Servicer and the Originators may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer and the Originators may reasonably determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement, : (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event or an Unmatured Termination Event has occurred and is continuing and Eagle Materials or an Affiliate thereof is serving as the Servicer, Eagle Materials or such Affiliate may take such action only upon the prior approval of the Administrator or without such prior approval to the extent such action is required by applicable laws, rules or regulations. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group)Issuer, in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Eagle Materials or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event or Unmatured Termination Event has occurred and is continuing or (B) the Servicer be entitled Administrator reasonably believes that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer It is intended that each of REMIC I and REMIC II hereunder shall take or cause constitute, and that the affairs of each of REMIC I and REMIC II shall be conducted so as to be taken all such action qualify as may be necessary to administer and collect each Pool Receivable from time to time, all a "real estate mortgage investment conduit" as defined in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Guidelinesagrees that it shall act as agent (and the Servicer is hereby appointed to act as agent) on behalf of REMIC I and REMIC II and as Tax Matters Person on behalf of REMIC I and REMIC II, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by REMIC I and REMIC II using a calendar year as the taxable year for each of REMIC I and REMIC II and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of each of REMIC I and REMIC II for their first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of REMIC I or REMIC II are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of either REMIC I or REMIC II or that would cause the imposition of a prohibited transaction tax or a tax on contributions to REMIC I or REMIC II; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on each of REMIC I and REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of REMIC I and REMIC II are properly executed by the appropriate person; (viii) represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I and REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II and otherwise act on behalf of REMIC I and REMIC II in relation to any tax matter involving either REMIC I and REMIC II; (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee; and (x) in connection with any FHA Loan, timely pay to the FHA the FHA Insurance Premium required to be paid for each FHA Loan. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC I and REMIC II. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set aside (indemnify the Trustee and REMIC I or cause the Seller to set aside and holdREMIC II, as applicable, for any liability it may incur in connection with this Section 5.01(a), which indemnification shall survive the termination of REMIC I and REMIC II; provided, however, that the Servicer shall not indemnify the Trustee for its negligence or willful misconduct. With respect to any Mortgage Note (other than a Mortgage Note relating to Loan) released by the accounts of Trustee to the Seller and each Purchaser Group, the amount of the Collections Servicer or to which each is entitled in accordance with Article I. The Servicer may, any Subservicer in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes terms of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if other than a Retail Receivable) release or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded satisfaction pursuant to Section 1.4(e)(i); 7.02, prior to such release, the Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of Chase Manhattan Bank Delaware, as Co-Trustee under the Pooling and Servicing Agreement dated as of May 31, 1997, 1997-II" and (iib) such extension or adjustment shall not alter complete a restrictive endorsement that reads "Chase Manhattan Bank Delaware is the status holder of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Seller Certificateholders under the Pooling and the Administrator (for the benefit Servicing Agreement dated as of each Purchaser Group)May 31, in accordance with their respective interests1997, all records and documents (including computer tapes or disks) 1997- II" with respect to each Pool Receivable. Notwithstanding anything those Mortgage Notes currently endorsed "Pay to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection order of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentHolder."

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts account of the Seller and each Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article ARTICLE I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable lawsthereof; PROVIDED, rules or regulations or the applicable Contract; providedHOWEVER, that for the purposes of this Agreement, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator or any Purchaser Group under this AgreementAgreement and (iii) if a Termination Event has occurred and Worthington or an Affiliate thereof is serving as the Servicer, Worthington or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator (with the consent of the Majority Purchasers). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside and hold in trust (or cause the Seller to set aside and hold), ) for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, any Purchaser Agent or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and VWR or an Affiliate thereof is serving as the Servicer, VWR or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer (or the applicable Sub- Servicer) and the Servicer or such Sub-Servicer, as applicable, shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is VWR or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall have no liability hereunder for shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller the collections of any indebtedness owed to the Seller that is not a Pool Receivable, less, if VWR or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such directions Servicer of servicing, collecting and administering such collections. The Servicer, if other than VWR or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in good faith. In no event, however, shall the Servicer be entitled to make its possession that evidence or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party relate to any legal action without such Person’sindebtedness that is not a Pool Receivable, as and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the case may belatest of: (i) the Facility Termination Date, express prior written consent.(ii) the date on which no Capital or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which an amount equal to (A) the amount necessary to reduce the Adjusted LC Participation Amount to zero ($0 and/or €0, as

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that for the purposes of this Agreement, Agreement (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaserof the Purchasers, Purchaser Agent Agents or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and Arch Sales or an Affiliate thereof is serving as the Servicer, Arch Sales or such Affiliate may take such action only upon the prior written approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Arch Sales or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.729565239 15494375 29

Duties of the Servicer. (a) The Servicer shall take conduct the servicing administration and collection of the Mortgage Loans and shall take, or cause to be taken taken, all such action as may be necessary or advisable to service administer and collect collect, on behalf of Borrower and as the Borrower's agent, each Pool Receivable Mortgage Loan from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, with no less degree of skill, care, standards and diligence that it applies to other Mortgage Loans owned or serviced by it and in accordance with the Credit and Collection GuidelinesPolicy (the “Servicing Standard”). The Servicer shall set aside (or cause the Seller to set aside and hold)distribute, for the accounts benefit of the Seller Borrower and each Purchaser Groupthe Lender, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer mayshall, to the full extent permitted by law, have the power and authority, on behalf of the Borrower and the Lender, to make Limited Loan Modifications and Standard Loan Modifications in accordance with the applicable Credit and Collection Guidelines, extend the maturity respect of any Pool Receivable and extend Mortgage Loan as the maturity Servicer may deem advisable; (i) provided, however, that the Servicer may not under any circumstances compromise, rescind, cancel, adjust or adjust modify (including by extension of time for payment or granting any discounts, allowances or credits) the Outstanding Balance of any Defaulted Receivable as Mortgage Loan, except with the prior written consent of the Lender in accordance with the Credit and Collection Policy and; (ii) and provided, further, however, that the Servicer may determine to be appropriate to maximize Collections thereof not under any circumstances reduce or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to cancel the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension a Mortgage Loan as a result of any forgiveness or adjustment shall by the Servicer (whether or not alter granted or made in accordance with the status of such Pool Receivable Credit and Collection Policy) or as a Delinquent Receivable or a Defaulted Receivable or limit the rights result of any Purchaser, Purchaser Agent cash discount by the Servicer (whether or not granted or made in accordance with the Administrator under this AgreementCredit and Collection Policy). The Seller Servicer shall deliver the Mortgage Files relating to each Mortgage Loan to the Servicer Custodian in accordance with the terms of the Custodial Agreement and the other Transaction Documents. The Servicer shall hold keep any Records and other documents, instruments or agreements not required to be delivered to the Custodian or otherwise allowed to be in its possession in accordance with the terms of the Transaction Documents in a fire-resistant file room and will place an appropriate code or notation in its Records to indicate that the Agent (for the benefit of the Seller Secured Parties) has a first priority security interest in each and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentevery Mortgage Loan.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Purchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 60 days and not more than once with respect to any such Pool Receivable) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaserthe Purchasers, Purchaser the Collateral Agent or the Administrator Funding Agents under this AgreementAgreement and (ii) if a Termination Event has occurred and USS or an Affiliate thereof is serving as the Servicer, USS or such Affiliate may make such extension or adjustment only upon the prior written approval of the Funding Agents. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Collateral Agent (individually and for the benefit of each Purchaser Groupthe Purchasers and the Funding Agents), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator Funding Agents may direct the Servicer (whether TXU the Servicer is USS or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) any Funding Agent believes in good faith that the Servicer be entitled failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect the Sold Assets and Seller Collateral (including each Pool Receivable Receivable) from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupPurchaser, the amount of the Collections to which each such Purchaser is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Capital Coverage Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable or extend the due date of any Pool Receivable after the original due date thereof and (v) if an Initial Servicer Replacement Event or an Event of Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser GroupPurchaser), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool ReceivableReceivable and the other Sold Assets and Seller Collateral. Notwithstanding anything to the contrary contained herein, after the Facility if an Initial Servicer Replacement Event or an Event of Termination Date has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may (or at the direction of the Required Purchasers, shall) direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make Defaulted Receivable or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or take any other Affected Person a party enforcement action with respect to any legal action without such Person’s, as the case may be, express prior written consentother Sold Assets and Seller Collateral.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Guidelines. Policy The Servicer shall set aside hold in trust (or cause the Seller but shall not be required to set aside and holdor segregate), for the accounts of the Seller and each Purchaser Groupthe Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof (and take any other actions with respect to a Receivable in accordance with the Credit and Collection Policy or as required under applicable lawsmake or issue credit memos, rules non-cash adjustments, other reductions or regulations or adjustments on the applicable ContractServicer's books and records in order to accomplish the items listed in subclauses (i) through (v) of clause (a) of the definition of Specific Dilution Ratio) ; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and Church & Dwight or an Affiliate thereof is serving as the Servicer, Church & Dwigxx xx such Affiliate may make such extension or adjustment only upon xxx xrior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may in its reasonable discretion, subject, if no Termination Event exists and is continuing, to the consent of the Servicer, not to be unreasonably withheld, direct the Servicer (whether TXU the Servicer is Church & Dwight or any other Person) to commence or settle any legal action to enforce the enxxxxx collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Guidelines. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer maymay correct errors in Receivables and records of Receivables, including correcting to conform to applicable laws, rules and regulations, and to the applicable Contract, and, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or as required reflect adjustments permitted under applicable laws, rules or regulations or the applicable ContractCredit and Collection Policy; provided, that for the purposes of this Agreementhowever, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled corrections, modifications, waivers and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment restructurings shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement and (ii) if a Termination Event has occurred and is continuing and Xxxxxx Tire or an Affiliate thereof is serving as the Servicer, Xxxxxx Tire or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Xxxxxx Tire or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller the collections of any amount that is not a Pool Receivable, less, if Xxxxxx Tire or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than Xxxxxx Tire or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall have no liability hereunder for following any terminate on the Final Payout Date. After such directions in good faith. In no eventtermination, however, shall if Xxxxxx Tire or an Affiliate thereof was not the Servicer be entitled on the date of such termination, the Servicer shall promptly deliver to make the Seller all books, records and related materials that the Seller previously provided to the Servicer, or authorize any Person to make that have been obtained by the AdministratorServicer, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentin connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupSecured Parties, the amount of the Collections to which each is the Secured Parties are entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity take such action, including modifications, waivers or restructurings of any Pool Receivable Receivables and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator Secured Party under this AgreementAgreement or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Borrowing Base Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 3.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than thirty (30) days after the original due date thereof and (v) if an Event of Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Administrative Agent (individually and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if an Event of Termination Date has been declared pursuant to Section 2.2occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following Security with respect to any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentDefaulted Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser GroupConduit Purchaser, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as reflect adjustments required under applicable laws, rules or regulations or the applicable Contractcontract thereof; provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Conduit Purchaser Agent or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and CONSOL Energy or an Affiliate thereof is serving as the Servicer, CONSOL Energy or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser GroupConduit Purchaser), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after following the Facility occurrence and continuation of a Termination Date has been declared pursuant to Section 2.2Event or an Unmatured Termination Event under Exhibit V, clause (j) hereof, the Administrator may direct the Servicer (whether TXU the Servicer is CONSOL Energy or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Issuer, the amount of the Collections to which each is entitled in accordance with Article ARTICLE I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable lawsthereof; PROVIDED, rules or regulations or the applicable Contract; providedHOWEVER, that that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and Royal or an Affiliate thereof is serving as the Servicer, Royal or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Groupthe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Royal or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection GuidelinesPolicy. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the Purchasers the amount of the Collections to which each is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable related Contracts (each such action, a “Modification”), as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or as required reflect adjustments permitted under applicable laws, rules or regulations or the applicable ContractCredit and Collection Policies; provided, however, that for the purposes of this Agreement, : (i) such extension no Modification shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment no Modification shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement and (iii) if a Termination Event or Unmatured Termination Event has occurred and is continuing and Triumph or an Affiliate thereof is serving as the Servicer, Triumph or such Affiliate may make a Modification only upon prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group)the Purchasers, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator (with the consent of the Majority Purchaser Agents) may direct the Servicer (whether TXU the Servicer is Triumph or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to administer and collect each Pool Receivable Purchased Receivables from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. Each of the Seller, Triple-A, the Administrative Agent and the Collateral Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to SECTION 6.01, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security related thereto and the related Collections. The Servicer will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Purchased Receivables as it applies and follows with respect to accounts, chattel paper and instruments which are not Purchased Receivables. In no event shall the Servicer be entitled to make the Collateral Agent, Triple-A or the Administrative Agent a party to any litigation without the Collateral Agent's, Triple-A's and the Administrative Agent's express prior written consent. The Servicer shall segregate and set aside (or cause the Seller to set aside and hold), for the accounts account of Triple-A all Collections of the Seller Purchased Receivables and each Purchaser Group, the amount of the Collections to which each is entitled Related Security in accordance with Article I. SECTION 2.05 of the Purchase Agreement and SECTION 6.06 hereof and shall cause all such Collections to be remitted to a Lock-Box Account and/or deposited directly into the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the Lock-Box Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and shall not deposit any such checks or instruments in its own accounts unless it is determined to the Collateral Agent's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections of the Purchased Receivables or Related Security related thereto shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not have occurred, the Originator, while it is Servicer, may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity (i) amend, modify or waive any term or condition of any Pool Receivable and extend the maturity or Contract to reflect any Permitted Extension, (ii) adjust the Outstanding Balance of any Defaulted Purchased Receivable as to reflect the Servicer may determine to be appropriate to maximize Collections thereof reductions, adjustments or as required under applicable laws, rules or regulations or cancellations described in the applicable Contract; provided, that for the purposes first sentence of SECTION 2.04(d) of this Triple-A Purchase Agreement, (iiii) so long as such extension shall prepayment would not change cause a Wind-Down Event under this Triple-A Purchase Agreement or a "Wind-Down Event" under the number of days such Pool Receivable has remained unpaid from Credit Agreement, and subject to the date payment of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal Termination Amount, consent to the Outstanding Balance prepayment or early termination of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); a Contract, and (iiiv) such extension amend, modify or adjustment shall not alter the status waive any provision of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit so as to maximize the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreementcollectibility thereof. The Seller shall deliver to the Servicer and the Servicer shall hold in trust for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), Triple-A in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool ReceivableRecords. Notwithstanding anything to the contrary contained herein, after following the Facility Termination Date has been declared pursuant to Section 2.2occurrence of an Event of Termination, the Administrator may Collateral Agent shall have the absolute and unlimited right to direct the Servicer (whether TXU the Servicer is the Originator or any other Personotherwise) to commence or settle any legal action to enforce the collection of any Pool Receivable or other Transferred Asset or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer It is intended that the REMIC Trust Fund formed hereunder shall take or cause constitute, and that the affairs of the REMIC Trust Fund shall be conducted so as to be taken all such action qualify as may be necessary to administer and collect each Pool Receivable from time to time, all a "real estate mortgage investment conduit" as defined in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Guidelinesagrees that it shall act as agent (and the Servicer is hereby appointed to act as agent) on behalf of the REMIC Trust Fund and as Tax Matters Person on behalf of the REMIC Trust Fund, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by the REMIC Trust Fund, using a calendar year as the taxable year for the REMIC Trust Fund and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of the REMIC Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC Trust Fund for its first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of the REMIC Trust Fund are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of the REMIC Trust Fund as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC Trust Fund or that would cause the imposition of a prohibited transaction tax or a tax on contributions to the REMIC Trust Fund; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on the REMIC Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of the REMIC Trust Fund are properly executed by the appropriate person; (viii) represent the REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the REMIC Trust Fund, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of the REMIC Trust Fund and otherwise act on behalf of the REMIC Trust Fund in relation to any tax matter involving the REMIC Trust Fund; (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee; and (x) in connection with any FHA Loan, timely pay to the FHA the FHA Insurance Premium required to be paid for each FHA Loan. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC Trust Fund. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set aside (or cause indemnify the Seller Trustee and the REMIC Trust Fund for any liability it may incur in connection with this Section 5.01(a) including reimbursement to set aside and hold)the Certificate Insurer for any Insured Payments made by the Certificate Insurer in connection with such liability, for if any, which indemnification shall survive the accounts termination of the Seller and each Purchaser GroupREMIC Trust Fund; provided, however, that the amount of Servicer shall not indemnify the Collections Trustee for its negligence or wilful misconduct. With respect to which each is entitled in accordance with Article I. The any Mortgage Note (other than a Mortgage Note relating to a Pool III Mortgage Loan) released by the Trustee to the Servicer may, or to any Subservicer in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes terms of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if other than a Retail Receivable) release or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded satisfaction pursuant to Section 1.4(e)(i); 7.02, prior to such release, the Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of The Bank of New York, as Trustee under the Pooling and Servicing Agreement dated as of August 31, 1996, 1996-C" and (iib) such extension or adjustment shall not alter complete a restrictive endorsement that reads "The Bank of New York is the status holder of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Seller Certificateholders under the Pooling and Servicing Agreement dated as of August 31, 1996, 1996-C" with respect to those Mortgage Notes (other than a Mortgage Note relating to a Pool III Mortgage Loan) currently endorsed "Pay to the order of holder." With respect to any Mortgage Note relating to a Pool III Mortgage Loan released by the Co-Trustee to the Servicer or any Subservicer in accordance with the terms of this Agreement, other than a release or satisfaction pursuant to Section 7.02 or a release to the Claims Administrator pursuant to Section 5.15(b), prior to such release, the Co-Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of First Bank (N.A.), as Co-Trustee under the Pooling and Servicing Agreement dated as of August 31, 1996, 1996-C" and (b) complete a restrictive endorsement that reads "First Bank (N.A.) is the holder of the mortgage note for the benefit of each Purchaser Group)the Certificateholders under the Pooling and Servicing Agreement dated as of August 31, in accordance with their respective interests1996, all records and documents (including computer tapes or disks) 1996-C" with respect to each those Mortgage Notes relating to Pool Receivable. Notwithstanding anything III Mortgage Loans currently endorsed "Pay to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection order of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentHolder."

Duties of the Servicer. (a) The Servicer shall take ---------------------- or cause to be taken all such action actions as may be it deems necessary or advisable to administer and collect each Pool Receivable Purchased Asset from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. Each of the Seller, the Purchaser, and the Deal Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective ------------ rights and interests in and under the Purchased Assets, the Related Security, the related Leases and the Equipment Collateral. The Servicer (so long as it is the Originator) will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to a Purchased Asset as it applies and follows with respect to Assets which are not Purchased Assets. In no event shall the Servicer be entitled to make the Deal Agent or the Purchaser a party to any litigation without the Deal Agent's express prior written consent. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts account of the Seller and each Purchaser Group, the amount of the Collections to which each is entitled of Purchased Asset in accordance with Article I. The Section 2.06 but shall not be required (unless ------------ otherwise requested by the Deal Agent following the occurrence of an Event of Termination) to segregate the funds constituting such portion of such Collections prior to the remittance thereof in accordance with said Section. If instructed by the Deal Agent following the occurrence of an Event of Termination, the Servicer shall segregate and deposit with a bank (which may be FNBB) selected by the Servicer and approved by the Deal Agent the Collections of Purchased Assets, set aside for the Purchaser, on the first Business Day following receipt by the Servicer of such Collections and will, if so requested by the Deal Agent, provide payment instructions to such bank as directed by the Deal Agent. Provided that the Termination Date shall not have occurred, the Originator, while it is Servicer, may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity amend, modify or waive any term or condition of any Pool Receivable and extend the maturity Lease unless such amendment, modification or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, waiver (i) such extension shall not change is inconsistent with the number of days such Pool Receivable has remained unpaid from servicing standards set forth above, (ii) would reduce or adversely affect the Obligor's obligation to maintain, service and insure the underlying equipment Collateral, (iii) would cause Assets arising thereunder to fail to be Eligible Assets (as if tested on the date of the original invoice (if a Retail Receivablesuch amendment, modification or waiver) or (iv) would materially adversely affect the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights collectibility of any Purchaser, Purchaser Agent or the Administrator under this AgreementAsset arising thereunder. The Seller shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentRecords.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, the Issuer the amount of the Collections to which each is entitled in accordance with Article I. ARTICLE II. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable lawsthereof; PROVIDED, rules or regulations or the applicable Contract; providedHOWEVER, that for the purposes of this Agreement, that: (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (ii) if a Termination Event has occurred and Falcon or an Affiliate thereof is serving as the Servicer, Falcon or such Affiliate may make such extension or adjustment only upon the prior written approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Groupthe Issuer and individually), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is Falcon or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have ; PROVIDED, HOWEVER, that no liability hereunder for following any such directions direction may be given unless either: (x) a Termination Event has occurred or (y) the Administrator believes in good faith. In no eventfaith that failure to commence, howeversettle or effect such legal action, shall foreclosure or repossession could adversely affect Receivables constituting a material portion of the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts account of the Seller and each Purchaser Group, the amount of the Collections to which each Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contractthereof; provided, that however, that: for the all purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent Group or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and BPI or an Affiliate thereof is serving as the Servicer, BPI or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator (with the consent of the Majority Purchasers). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU the Servicer is BPI or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event; provided, however, shall that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Servicer be entitled Administrator reasonably believes that failure to make commence, settle or authorize any Person to make effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentPool Receivables.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all (i) in accordance with this Agreement and all applicable laws, rules and regulations, (ii) with reasonable care and diligence, and (iii) in accordance with the Credit and Collection GuidelinesPolicies (to the extent consistent with Applicable Law). The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts account of the Seller and each Purchaser GroupPurchaser, the amount of the Collections to which each such Purchaser is entitled in accordance with Article I. The Servicer may, in accordance with may extend or adjust the applicable Credit and Collection Guidelines, extend the maturity terms or Maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance as set forth in clause 2(g) of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable ContractExhibit IV; provided, that however, that, for the purposes of this Agreement, (i) such extension action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); Receivable, and (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser the Administrative Agent or the Administrator any Purchaser under this AgreementAgreement with respect to such Pool Receivable. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, Purchaser) all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator Administrative Agent may direct the Servicer (whether TXU the Servicer is Xxxxxxxxx or any other Person) (x) during the occurrence of a Termination Event, to commence or settle any legal action action, and (y) at any other time (including, for the avoidance of doubt, during the occurrence of an Incipient Termination Event that is not a Termination Event), to take any commercially reasonable action, in each case to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer It is intended that each of REMIC I and REMIC II hereunder shall take or cause constitute, and that the affairs of each of REMIC I and REMIC II shall be conducted so as to be taken all such action qualify as may be necessary to administer and collect each Pool Receivable from time to time, all a "Real estate mortgage investment conduit" as defined in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Guidelinesagrees that it shall act as agent (and the Servicer is hereby appointed to act as agent) on behalf of REMIC I and REMIC II and as Tax Matters Person on behalf of REMIC I and REMIC II, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by REMIC I and REMIC II using a calendar year as the taxable year for each of REMIC I and REMIC II and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of each of REMIC I and REMIC II for their first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of REMIC I or REMIC II are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of either REMIC I or REMIC II or that would cause the imposition of a prohibited transaction tax or a tax on contributions to REMIC I or REMIC II; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on each of REMIC I and REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of REMIC I and REMIC II are properly executed by the appropriate person; (viii) represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I and REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II and otherwise act on behalf of REMIC I and REMIC II in relation to any tax matter involving either REMIC I and REMIC II; and (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC I and REMIC II. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set aside (indemnify the Trustee and REMIC I or cause the Seller to set aside and hold)REMIC II, as applicable, for any liability it may incur in connection with this Section 5.01(a) including reimbursement to the accounts Certificate Insurer for any Insured Payments made by the Certificate Insurer in connection with such liability, if any, which indemnification shall survive the termination of REMIC I and REMIC II; provided, however, that the Seller and each Purchaser Group, Servicer shall not indemnify the amount of Trustee for its negligence or willful misconduct. With respect to any Mortgage Note released by the Collections Trustee to which each is entitled in accordance with Article I. The the Servicer may, or to any Subservicer in accordance with the applicable Credit and Collection Guidelines, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof or as required under applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes terms of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if other than a Retail Receivable) release or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded satisfaction pursuant to Section 1.4(e)(i); 7.02, prior to such release, the Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of The Bank of New York, as Trustee under the Pooling and Servicing Agreement dated as of May 31, 1997, Home Equity Asset Backed Certificate 1997-B and (iib) such extension or adjustment shall not alter complete a restrictive endorsement that reads "The Bank of New York is the status holder of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreement. The Seller shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Seller Certificateholders under the Pooling and the Administrator (for the benefit Servicing Agreement dated as of each Purchaser Group)May 31, in accordance with their respective interests1997, all records and documents (including computer tapes or disks) Home Equity 1997-B with respect to each Pool Receivable. Notwithstanding anything those Mortgage Notes currently endorsed "Pay to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection order of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consentholder."

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicies. The Servicer shall set aside (or cause the Seller to set aside and hold)aside, for the accounts of the Seller and each Purchaser Groupthe Administrator (on behalf of the Issuer, the Affected Persons and the Indemnified Parties), the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable in accordance with its Credit and Collection Policy as the Servicer may determine to be appropriate to maximize Collections thereof thereof, and may require the Obligor of a Delinquent Receivable or as required under applicable lawsDefaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, rules unless otherwise agreed to by the Administrator in writing, the Servicer shall promptly deliver the original of any such promissory note in a principal amount exceeding (i) if Termination Event or regulations an Unmatured Termination Event has occurred and is continuing at such time, $0, or (ii) at any other time, $10,000, to the applicable ContractAdministrator; and provided, that however, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent the Issuer or the Administrator under this AgreementAgreement and (iii) if a Termination Event has occurred and is continuing and Moog or an Affiliate thereof is serving as the Servicer, Moog or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for on behalf of the benefit of each Purchaser GroupIssuer, the Affected Persons and the Indemnified Parties), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Moog or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable lawsApplicable Laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Purchaser Group, Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. I hereof. The Servicer may, in accordance with the applicable Credit and Collection GuidelinesPolicy and consistent with past practices of the Originators, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable lawsApplicable Laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement, : (i) such extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, Purchaser Agent or the Administrator under this AgreementAgreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and Cloud Peak or an Affiliate thereof is serving as the Servicer, Cloud Peak or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility if a Termination Date Event has been declared pursuant to Section 2.2occurred and is continuing, the Administrator may direct the Servicer (whether TXU the Servicer is Cloud Peak or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to administer and collect each Pool Receivable Transferred Asset from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection GuidelinesPolicy. The Buyer hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Receivables, the Related Security, the related Contracts and the other Transferred Assets. The Servicer will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Receivables as it applies and follows with respect to accounts, chattel paper and instruments which are not Transferred Assets. In no event shall the Servicer be entitled to make the Collateral Agent or the Buyer a party to any litigation without the Buyer's and the Collateral Agent's express prior written consent. The Servicer shall segregate and set aside (or cause the Seller to set aside and hold), for the accounts account of the Seller and each Purchaser Group, the amount Buyer all Collections of the Collections to which each is entitled Transferred Assets in accordance with Article I. SECTION 2.05 hereof, SECTION 6.06 of the Credit Agreement and SECTION 6.06 of the Triple-A Purchase Agreement and shall cause all such Collections to be remitted to a Lock-Box Account and/or deposited directly into the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the Lock-Box Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and shall not deposit any such checks or instruments in its own accounts unless it is determined to the Buyer's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not have occurred, the Seller, while it is Servicer, may, in accordance with the applicable Credit and Collection GuidelinesPolicy, extend the maturity (i) amend, modify or waive any term or condition of any Pool Receivable and extend the maturity or Contract to reflect any Permitted Extension, (ii) adjust the Outstanding Balance of any Defaulted Receivable as Transferred Asset to reflect the Servicer may determine to be appropriate to maximize Collections thereof reductions, adjustments or as required under applicable laws, rules or regulations or cancellations described in the applicable Contract; provided, that for first sentence of SECTION 2.05 of the purposes of this Purchase Agreement, (iiii) so long as such extension shall prepayment would not change cause an Event of Termination under SECTION 7.01(m) hereof and subject to the number of days such Pool Receivable has remained unpaid from the date payment of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal Termination Amount, consent to the Outstanding Balance prepayment or early termination of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); a Contract, and (iiiv) such extension amend, modify or adjustment shall not alter the status waive any provision of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit so as to maximize the rights of any Purchaser, Purchaser Agent or the Administrator under this Agreementcollectibility thereof. The Seller shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group), Buyer in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool ReceivableRecords. Notwithstanding anything to the contrary contained herein, after following the Facility Termination Date has been declared pursuant to Section 2.2occurrence of an Event of Termination, the Administrator may Collateral Agent shall have the absolute and unlimited right to direct the Servicer (whether TXU the Servicer is the Seller or any other Personotherwise) to commence or settle any legal action to enforce the collection of any Pool Receivable or other Transferred Asset or to foreclose upon or repossess any Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent.