Common use of Appointment of the Servicer Clause in Contracts

Appointment of the Servicer. The Issuer hereby appoints the Servicer as its agent to service [and manage] the [Loans] [Receivables Assets] and enforce its rights and interests in and under the [Loans] [Receivables Assets] and to serve in such capacity until the termination of its responsibilities pursuant to Sections 5.1 or 6.1. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement. The parties hereto acknowledge that the Servicer has entered into the Consolidated Subservicing Agreement with GE Capital, and agree that all the [Loans] [Receivables Assets] shall initially be subserviced [and managed] by GE Capital pursuant to the terms thereof. In addition to the foregoing, the Servicer may, upon giving prior written notice to the Issuer, delegate any of its duties under this Agreement to any Person, or subcontract with any other Sub-Servicer, in addition to or in lieu of GE Capital, for the collection, [management,] servicing or administration of the [Loans] [Receivables Assets]; provided, that with respect to the Consolidated Subservicing Agreement and each other Sub-Servicing Agreement (a) the Servicer shall remain liable for the performance of the duties and obligations of any delegate or the Sub-Servicer pursuant to the terms hereof and (b) the Consolidated Subservicing Agreement and any other Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the [Loans] [Receivables Assets] involving a Sub-Servicer shall be deemed to be between the applicable Sub-Servicer and the Servicer alone, and the Issuer shall not be deemed Servicing Agreement party thereto and shall have no obligations, duties or liabilities with respect to any such Sub-Servicer.

Appointment of the Servicer. (a) The Issuer hereby appoints servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer as its agent in accordance with this Section 8.01. Until the Administrative Agent gives notice to service [the Seller and manage] the [Loans] [Receivables Assets] and enforce its rights and interests in and under the [Loans] [Receivables Assets] and to serve in such capacity until the termination of its responsibilities pursuant to Sections 5.1 or 6.1. In connection therewith, the Servicer (in accordance with this Section 8.01) of the designation of a new Servicer, Rackspace is hereby accepts such appointment designated as, and hereby agrees to perform the duties and obligations set forth in this Agreement. The parties hereto acknowledge that of, the Servicer has entered into the Consolidated Subservicing Agreement with GE Capital, and agree that all the [Loans] [Receivables Assets] shall initially be subserviced [and managed] by GE Capital pursuant to the terms thereofhereof. In addition Upon the occurrence of an Event of Default, the Administrative Agent may (with the consent of the Required Purchasers) and shall (at the direction of the Required Purchasers) designate as Servicer any Person (including itself) to succeed Rackspace or any successor Servicer, on such terms and conditions as the Administrative Agent may agree in its discretion. The Servicer shall be entitled to payment of all Servicing Fees and reimbursable expenses accrued prior to the foregoingdate on which the Servicer is replaced (including following termination) pursuant to this Agreement. (b) Upon the designation of a successor Servicer as set forth in clause (a) above, Rackspace agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Rackspace shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Rackspace acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Purchaser have relied on Rackspace’s agreement to act as Servicer mayhereunder. Accordingly, upon giving Rackspace agrees that it will not voluntarily resign as Servicer without the prior written notice to consent of the IssuerAdministrative Agent and the Required Purchasers, delegate any except upon a determination that (i) the performance of its duties hereunder is no longer permissible under this Agreement applicable Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an opinion of a nationally recognized external counsel to the Servicer and as to clause (ii) above by an officer’s certificate of the Chief Financial Officer of the Servicer, each to such effect delivered, and reasonably satisfactory in form and substance, to the Administrative Agent. (d) The Servicer may delegate its duties and obligations hereunder to any Person, or subcontract with any other subservicer (each a “Sub-Servicer, in addition to or in lieu of GE Capital, for the collection, [management,] servicing or administration of the [Loans] [Receivables Assets]”); provided, that with respect that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the Consolidated Subservicing Agreement and each other Sub-Servicing Agreement terms hereof, (aii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrative Agent and each Purchaser shall have the right to look solely to the Servicer for performance, (iv) the terms of any delegate or the Sub-Servicer pursuant to the terms hereof and (b) the Consolidated Subservicing Agreement and agreement with any other Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the [Loans] [Receivables Assets] involving a Sub-Servicer shall be deemed to be between provide that the applicable Sub-Servicer and the Servicer alone, and the Issuer shall not be deemed Servicing Agreement party thereto and shall have no obligations, duties or liabilities with respect to any Administrative Agent may terminate such Sub-Servicer.agreement upon the

Appointment of the Servicer. (a) The Issuer hereby appoints servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer as its agent in accordance with this Section 4.1. Until the Administrator gives notice to service [Xxxxxx Tire (in accordance with this Section 4.1) of the designation of a new Servicer, Xxxxxx Tire is hereby designated as, and manage] the [Loans] [Receivables Assets] and enforce its rights and interests in and under the [Loans] [Receivables Assets] and to serve in such capacity until the termination of its responsibilities pursuant to Sections 5.1 or 6.1. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement. The parties hereto acknowledge that of, the Servicer has entered into the Consolidated Subservicing Agreement with GE Capital, and agree that all the [Loans] [Receivables Assets] shall initially be subserviced [and managed] by GE Capital pursuant to the terms thereofhereof. In addition Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents) or shall (at the direction of the Majority Purchaser Agents) designate as Servicer any Person (including itself) to succeed Xxxxxx Tire or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the foregoingterms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a) above, Xxxxxx Tire agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and Xxxxxx Tire shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) Xxxxxx Tire acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on Xxxxxx Tire’s agreement to act as Servicer mayhereunder. Accordingly, upon giving prior written notice to the Issuer, Xxxxxx Tire agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate any of its duties under this Agreement and obligations hereunder to any Person, or subcontract with any other subservicer (each a “Sub-Servicer”); provided that, in addition each such delegation: (i) such Sub-Servicer shall agree in writing to or in lieu of GE Capital, for perform the collection, [management,] servicing or administration duties and obligations of the [Loans] [Receivables Assets]; provided, that with respect Servicer pursuant to the Consolidated Subservicing Agreement and each other Sub-Servicing Agreement terms hereof, (aii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any delegate or the Sub-Servicer pursuant to the terms hereof and (b) the Consolidated Subservicing Agreement and agreement with any other Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the [Loans] [Receivables Assets] involving a Sub-Servicer shall be deemed provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to be between terminate such agreement to the applicable Sub-Servicer (and the Servicer alone, and the Issuer shall not be deemed Servicing Agreement party thereto and shall have no obligations, duties or liabilities with respect provide appropriate notice to any each such Sub-Servicer.); provided, however, that if

Appointment of the Servicer. The Issuer hereby appoints servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer as its agent in accordance with this Section 9.01. Until the Administrative Agent gives notice to service [CMA (in accordance with this Section 9.01) of the designation of a new Servicer, CMA is hereby designated as, and manage] the [Loans] [Receivables Assets] and enforce its rights and interests in and under the [Loans] [Receivables Assets] and to serve in such capacity until the termination of its responsibilities pursuant to Sections 5.1 or 6.1. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement. The parties hereto acknowledge that of, the Servicer has entered into the Consolidated Subservicing Agreement with GE Capital, and agree that all the [Loans] [Receivables Assets] shall initially be subserviced [and managed] by GE Capital pursuant to the terms thereofhereof. In addition Upon the occurrence of an Event of Default, the Administrative Agent may (with the consent of the Majority Lenders) and shall (at the direction of the Majority Lenders) designate as Servicer any Person (including itself) to succeed CMA or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the foregoingterms hereof. Upon the designation of a successor Servicer as set forth in clause (a) above, CMA agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and CMA shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. CMA acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Lender have relied on CMA’s agreement to act as Servicer mayhereunder. Accordingly, upon giving CMA agrees that it will not voluntarily resign as Servicer without the prior written notice to consent of the Issuer, Administrative Agent and the Majority Lenders. The Servicer may delegate any of its duties under this Agreement and obligations hereunder to any Person, or subcontract with any other subservicer (each a “Sub-Servicer, in addition to or in lieu of GE Capital, for the collection, [management,] servicing or administration of the [Loans] [Receivables Assets]”); provided, that with respect that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the Consolidated Subservicing Agreement and each other Sub-Servicing Agreement terms hereof, (aii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent and each Lender shall have the right to look solely to the Servicer for performance, (iv) the terms of any delegate or the Sub-Servicer pursuant to the terms hereof and (b) the Consolidated Subservicing Agreement and agreement with any other Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the [Loans] [Receivables Assets] involving a Sub-Servicer shall be deemed provide that the Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to be between terminate such agreement to the applicable Sub-Servicer (and the Servicer alone, and the Issuer shall not be deemed Servicing Agreement party thereto and shall have no obligations, duties or liabilities with respect provide appropriate notice to any each such Sub-Servicer) and (v) if such Sub-Servicer is not an Affiliate of the Parent, the Administrative Agent and the Majority Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. The Issuer Each of the Borrower and the Lenders hereby appoints the Servicer as its agent to service [and manage] the [Loans] [Receivables Assets] Borrower Collateral and enforce its rights and interests in and under the [Loans] [Receivables Assets] each Trust Investment and Collateral Documentation therefor and each other item of Borrower Collateral and to serve in such capacity until the termination of its responsibilities pursuant to Sections 5.1 SECTIONS 8.02 or 6.110.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreementherein. The parties hereto acknowledge that the Servicer has entered into the Consolidated Subservicing Agreement with GE Capital, and agree that all the [Loans] [Receivables Assets] shall initially be subserviced [and managed] by GE Capital pursuant to the terms thereof. In addition to the foregoing, the Servicer may, upon giving with the prior written notice to consent of each of the IssuerLenders and the Agents, delegate any of its duties under this Agreement to any Person, or subcontract with any other a Sub-Servicer, in addition to or in lieu of GE Capital, Servicer for the collection, [management,] servicing or administration of the [Loans] [Receivables Assets]Borrower Collateral; providedPROVIDED, that with respect to the Consolidated Subservicing Agreement and each other Sub-Servicing Agreement (a) the Servicer shall remain liable for the performance of the duties and obligations of any delegate or the Sub-Servicer pursuant to the terms hereof and (b) the Consolidated Subservicing Agreement and any other Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the [Loans] [Receivables Assets] Borrower Collateral involving a Sub-Servicer shall be consistent with the requirements of this Loan Agreement and shall be deemed to be between the applicable Sub-Servicer and the Servicer alone, and the Issuer Lenders and the Agents shall not be deemed Servicing Agreement party parties thereto and shall have no obligations, duties or liabilities with respect to any such the Sub-Servicer. Until the Servicer's responsibilities are terminated or the Servicer resigns pursuant to SECTION 8.02 or 10.01 of this Loan Agreement, the Servicer shall also serve as Investment Advisor to the Borrower pursuant to the Investment Management Agreement. Each of the Lenders and the Agents acknowledge that the Administrator, which is an Affiliate of the Servicer, has been appointed as a Sub-Servicer pursuant to the Administration Agreement.

Appointment of the Servicer. The Issuer Each of the Borrower and the Lenders hereby appoints the Servicer as its agent to service [and manage] the [Loans] [Receivables Assets] Borrower Collateral and enforce its rights and interests in and under the [Loans] [Receivables Assets] each Trust Investment and Collateral Documentation therefor and each other item of Borrower Collateral and to serve in such capacity until the termination of its responsibilities pursuant to Sections 5.1 8.02 or 6.110.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreementherein. The parties hereto acknowledge that the Servicer has entered into the Consolidated Subservicing Agreement with GE Capital, and agree that all the [Loans] [Receivables Assets] shall initially be subserviced [and managed] by GE Capital pursuant to the terms thereof. In addition to the foregoing, the Servicer may, upon giving with the prior written notice to consent of each of the IssuerLenders, delegate any of its duties under this Agreement to any Personthe Lender Agent, or the Operating Agent and the Collateral Agent, subcontract with any other a Sub-Servicer, in addition to or in lieu of GE Capital, Servicer for the collection, [management,] servicing or administration of the [Loans] [Receivables Assets]Borrower Collateral; provided, that with respect to the Consolidated Subservicing Agreement and each other Sub-Servicing Agreement (a) the Servicer shall remain liable for the performance of the duties and obligations of any delegate or the Sub-Servicer pursuant to the terms hereof and (b) the Consolidated Subservicing Agreement and any other Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the [Loans] [Receivables Assets] Borrower Collateral involving a Sub-Servicer shall be consistent with the requirements of this Loan Agreement and shall be deemed to be between the applicable Sub-Servicer and the Servicer alone, and the Issuer Lenders, the Lender Agent, the Operating Agent and the Collateral Agent shall not be deemed Servicing Agreement party parties thereto and shall have no obligations, duties or liabilities with respect to any such the Sub-Servicer. Until the Servicer's responsibilities are terminated or the Servicer resigns pursuant to Section 8.02 or 10.01 of this Loan Agreement, the Servicer shall also serve as Investment Advisor to the Borrower pursuant to the Investment Management Agreement. Each of the Lenders, the Lender Agent, the Operating Agent and the Collateral Agent acknowledge that the Administrator, which is an Affiliate of the Servicer, has been appointed as a Sub-Servicer pursuant to the Administration Agreement.

Appointment of the Servicer. The Issuer Each of the Conduit Purchaser and the Committed Purchaser hereby appoints the Servicer as its agent agent, and the Seller hereby acknowledges such appointment, to service [and manage] the [Loans] [Transferred Receivables Assets] and enforce its rights and interests in and under each Transferred Receivable and Contract therefor and the [Loans] [Receivables Assets] Seller Collateral and to serve in such capacity until the termination of its responsibilities pursuant to Sections 5.1 SECTIONS 9.02 or 6.111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreementherein. The parties hereto acknowledge that the Servicer has entered into the Consolidated Subservicing Agreement with GE Capital, and agree that all the [Loans] [Receivables Assets] shall initially be subserviced [and managed] by GE Capital pursuant to the terms thereof. In addition to the foregoing, the Servicer may, upon giving with the prior written notice to consent of each Purchaser and the IssuerAdministrative Agent, delegate any of its duties under this Agreement to any Person, or subcontract with any other a Sub-Servicer, in addition to or in lieu of GE Capital, Servicer for the collection, [management,] servicing or administration of the [Loans] [Receivables Assets]Transferred Receivables; providedPROVIDED, that with respect to the Consolidated Subservicing Agreement and each other Sub-Servicing Agreement (a) the Servicer shall remain liable for the performance of the duties and obligations of any delegate or the such Sub-Servicer pursuant to the terms hereof and (b) the Consolidated Subservicing Agreement and any other Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the [Loans] [Transferred Receivables Assets] involving a Sub-Servicer shall be deemed to be between the applicable Sub-Servicer and the Servicer alone, and the Issuer Purchasers and the Administrative Agent shall not be deemed Servicing Agreement party parties thereto and shall have no obligations, duties or liabilities with respect to any such the Sub-Servicer. Subject to compliance with the proviso set forth in the immediately preceding sentence, each of the Purchasers and the Administrative Agent hereby consent to each Originator acting as a sub-servicer with respect to the Transferred Receivables originated by such Person. Any Sub-Servicing Agreement will be terminated upon any termination or replacement of the Servicer pursuant to SECTIONS 9.02 or 11.01.