Common use of Authorization of the Servicer Clause in Contracts

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself and the related Lenders, the Administrative each Lender Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge contribution of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Contribution Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lenderthe Administrative Agent, any Managing the Backup Servicer, the Collateral Agent, any Hedge Counterparty, the Collateral Custodian Lender or the Administrative any Lender Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s, the Backup Servicer’s and each Lender Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge grant by the Borrower to the Collateral Agent on behalf of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) 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. In case any reasonable question arises as to its duties hereunder, the Collateral Agent may request instructions from the Administrative Agent and shall cooperate with be entitled at all times to refrain from taking any actions unless it has received instruction from the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansAdministrative Agent. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps consistent with the Servicing Standard in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral by the Transferor to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Grant by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent any Lender a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSeller, the Administrative Agent Agent, each Purchaser and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name (or in the name of a REO Asset Owner with respect to any REO Asset) and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Collateral to the Lender, Purchasers and each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower Originator, the Seller and the Administrative Agent on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Parties, any Hedge Counterparty, the Collateral Custodian or Custodian, the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSeller, the Administrative Agent Agent, each Purchaser and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Collateral to the Lender, Purchasers and each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower Originator, the Seller and the Administrative Agent on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Parties, any Hedge Counterparty, the Collateral Custodian or Custodian, the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio to the LenderBorrower and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent any Lender a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge grant by the Borrower to the Collateral Agent on behalf of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) 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. In case any reasonable question arises as to its duties hereunder, the Collateral Agent may request instructions from the Borrower or the Servicer, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent after the occurrence and during the continuation of an Event of Default and shall cooperate with be entitled at all times to refrain from taking any actions unless it has received instruction from the Borrower, the Servicer to or the fullest extent in order to ensure the collectibility of the Transferred LoansAdministrative Agent, as applicable. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself and the related Lenders, the Administrative each Lender Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Seller to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Seller could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Seller, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its managing, servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lenderthe Administrative Agent, any Managing the Collateral Agent, any Hedge Counterparty, the Collateral Custodian Lender or the Administrative any Lender Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSeller, the Administrative Agent Agent, each Purchaser Agent, each Purchaser and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodiandesirable, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower Originator, the Seller and the Administrative Agent on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Parties, any Hedge Counterparty, the Collateral Custodian or Custodian, the Administrative Agent or the Purchaser Agents a party to any litigation without such party’s express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Purchaser Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSeller, the Administrative Agent Agent, each Purchaser Agent, each Purchaser and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Collateral to the Lender, Purchasers and each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower Originator, the Seller and the Administrative Agent on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Parties, any Hedge Counterparty, the Collateral Custodian or Custodian, the Administrative Agent or the Purchaser Agents a party to any litigation without such party’s express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Purchaser Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself Borrower and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its the Borrower’s name and on its the Borrower’s behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge by the Borrower to the Administrative Agent, on behalf of the Transferred Loans to the LenderSecured Parties, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicerhereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Administrative Agent, on behalf of the Secured Parties, shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any LenderSecured Party, any Managing Agent, any Hedge Counterpartythe Backup Servicer, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the Lender, each Hedge Counterparty, Equityholder and the Collateral CustodianEquityholder to the Borrower under the Purchase and Sale Agreements and, in thereafter, the determination Pledge by the Borrower to the Trustee on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Trustee on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, the Agent, the Trustee, any Lender, any Managing Agent, Lender or any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Counterparty a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Borrower and the Deal Agent, on behalf of itself and the related LendersSecured Parties, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianSecured Parties, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterpartythe Collateral Custodian, the Collateral Custodian Deal Agent or the Administrative Agent any other Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Deal Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Sale Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred Loansof the Collateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan of the Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent any Lender a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the BorrowerSeller, each Managing Agent, on behalf of itself the Trustee and the related Lenders, the Administrative Agent and each Hedge Counterparty Secured Parties hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge Grant of the Transferred Loans Collateral to the LenderTrustee, each Hedge Counterparty, and for the Collateral Custodianbenefit of the Secured Parties, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower Originator, the Seller and the Trustee, for the benefit of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartyTrustee, the Collateral Custodian or Secured Parties, the Backup Servicer, the Administrative Agent or the Purchaser Agents a party to any litigation without such party’s express prior written consent, or to make the Borrower Seller a party to any litigation litigation, in each such case arising out of or relating to the administration, collection or enforcement of any Asset (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s, each Purchaser Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Buyer hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianBuyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Buyer shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, Buyer shall have the absolute and shall cooperate with unlimited right to direct the Servicer (at the Servicer’s expense) (i) to the fullest extent in order commence or settle any legal action to ensure the collectibility enforce collection of the any Transferred LoansReceivable or (ii) to foreclose upon, repossess or take any other action that Buyer deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, Buyer or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without Buyer’s or such partyAffected Party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself the Trustee and the related Lenders, the Administrative Agent and each Hedge Counterparty Secured Parties hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral to the LenderBorrower under the Sale Agreement and, each Hedge Counterpartythereafter, and the Collateral Custodianpledge by the Borrower to the Trustee, in the determination on behalf of the ServicerSecured Parties, hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower Originator, the Borrower, each of the Guarantors and the Trustee, on behalf of the Secured Parties, shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartySecured Party, the Collateral Custodian Trustee or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the Issuer’s ownership of or beneficial interest in, as applicable, the Receivable Assets, and pledge of the Transferred Loans Receivable Assets to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) remarket, or arrange for the remarketing of Equipment and take all other action thereto (including the refurbishment and sale or release thereof), (b) collect all amounts due under any and all Transferred Loansthe Receivable Assets, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Receivable Assets, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andReceivable Assets, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (c) after the delinquency of any Transferred Loan Receivables become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Receivables and the related Receivable Assets, (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the obligations due under any such Receivables and the related Receivable Assets, in each case, consistent with the Credit and Collection Policies; provided, that, in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Value, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related Receivable; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Receivable for an amount less than the Loan Value or Lease Value, as applicable, of such Receivable. If the Servicer shall commence a legal proceeding, on behalf of the Issuer, to enforce a Receivable, the Issuer (in the case of a Receivable other than a Removed Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable or, in the case of a Lease, a beneficial interest in such Lease, to the same extent as the Originator could have done if Servicer. If in any enforcement suit or legal proceeding it had continued to own such Loan; provided, however, shall be held that the Servicer may not execute any document enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Managing Member shall take steps to enforce such Receivable, including bringing suit in the name ofof the Issuer or the Titling Trust, or which imposes any direct obligation on, any Lenderas applicable. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing, equipment management and administrative duties duties, on behalf of the Issuer, hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order required and possible, to ensure enable the collectibility of Servicer to collect the Transferred LoansReceivables and the other Receivable Assets and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Issuer or the Administrative Agent Titling Trust, as applicable, a party to any litigation without such partythe Issuer’s or the Titling Trust’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the LenderAdministrative Agent, the Lenders, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator BDC could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, the Administrative Agent, any LenderManaging Agent, any Lender or any Hedge Counterparty. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself the Agent and the related Lenders, the Administrative Agent and each Hedge Counterparty Note Purchaser hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the Lender, each Hedge Counterparty, Equityholder and the Collateral CustodianEquityholder to the Borrower under the Purchase and Sale Agreements and, in thereafter, the determination Pledge by the Borrower to the Trustee on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Trustee on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Agent, the Trustee, the Note Purchaser or any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Counterparty a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, Borrower and the Trustee on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Secured Parties hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianSecured Parties, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterpartythe Trustee, the Collateral Custodian Agent or the Administrative Agent any other Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty the Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the Lender, each Hedge Counterparty, Borrower under the Purchase and the Collateral Custodian, in the determination of the ServicerSale Agreement, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, including without limitation, limitation endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent Lender a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent any Lender a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself Lender and the related Lenders, the Administrative Facility Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, the Securities Custodian and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, including endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Lender or Agent, any Hedge Counterparty, the Collateral Custodian, the Securities Custodian or the Administrative Facility Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Facility Agent’s consentconsent and notice to the Rating Agency.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself and the related Lenders, the Administrative each Lender Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral CustodianAgent on behalf of the Secured Parties hereunder, of a security interest in the determination of the ServicerCollateral Portfolio, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lenderthe Administrative Agent, any Managing the Collateral Agent, any Hedge Counterparty, the Collateral Custodian Lender or the Administrative any Lender Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Loans by the Issuer and pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred the Loans, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Loans, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andLoans, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (b) after the delinquency of any Transferred Loan Loans become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Loans, to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the same extent as obligations due under the Originator could have done if it had continued to own such LoanLoans, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause (a) and (b) above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a Loan if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Notwithstanding the generality of clause (a) above, the Servicer agrees that it shall promptly give written notice to the Issuer with a copy to S&P if the aggregate Loan Value of all Loans with respect to which an extension on payment of principal thereon has been granted by the Servicer exceeds 10% of the aggregate Loan Value of the Loans as of the Cut-off Date. If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Loan on the ground that it shall not be a real party in interest or a holder entitled to enforce such Loan, the name ofManaging Member shall take steps to enforce such Loan, or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall enable the Servicer be entitled to make collect the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.Loans and otherwise discharge its duties

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSellers, the Administrative Agent, each Purchaser Agent and each Hedge Counterparty Purchaser hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name (or in the name of a REO Asset Owner with respect to any REO Asset) and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodiandesirable, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower applicable Originator, the applicable Seller and the Administrative Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartySecured Parties, the Collateral Custodian or Custodian, the Administrative Agent or the Purchaser Agents a party to any litigation without such party’s express prior written consent, or to make the Borrower either Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Purchaser Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Deal Agent, on behalf of itself and the related LendersTrustee, the Administrative Agent Lender and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodiandesirable, in the determination of the Servicer, and not inconsistent with the Trustee’s security interest in the Asset Pool, to collect all amounts due under any and all Transferred LoansContracts, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Contracts and, after the delinquency of any Transferred Loan Contract and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderContract. The Originator, the Borrower and the Trustee, on behalf of the Lender, and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansContracts. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Trustee or the Administrative Deal Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Deal Agent’s consent.

Authorization of the Servicer. (a) Each of the The Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans pursuant to the Lender, each Hedge Counterparty, and the Collateral CustodianLoan Agreement, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names its name on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterpartythe Collateral Custodian, the Collateral Custodian Agent or any member of the Administrative Agent Lender Group a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lenders hereby authorizes the Servicer (including any successor thereto) Servicer, and the Borrower acknowledges and agrees to such authorization, to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, Administrative Agent and the Collateral CustodianLenders hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Borrower, the Administrative Agent and each Lender shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Lenders and the Administrative Agent shall cooperate with have the absolute and unlimited right to direct the Servicer (at the Servicer's expense) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the fullest extent in order to ensure the collectibility of the Transferred LoansAdministrative Agent deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without such party’s Affected Party's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) Litigation without the Administrative Agent’s 's consent.

Authorization of the Servicer. (a) Each of the BorrowerOriginator, each Managing Agent, the Seller and the Deal Agent on behalf of itself and the related Lenders, the Administrative Agent Secured Parties and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianPurchasers, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower Originator, the Seller and the Deal Agent on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Party, any Hedge Counterparty, the Collateral Custodian or the Administrative Deal Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Deal Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Buyer and the Agent, on behalf of itself and the related LendersLender Group, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including the Sub-Servicer and any successor servicer thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans Notes Receivable pursuant to the Lender, each Hedge Counterparty, and the Collateral CustodianLoan Agreement, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansNotes Receivable, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Notes Receivable and, after the delinquency of any Transferred Loan Notes Receivable and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderNotes Receivable. The Borrower Buyer shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansNotes Receivable. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartyBuyer, the Collateral Custodian Agent or any member of the Administrative Agent Lender Group a party to any litigation without such party’s express prior written consent, or to make the Borrower Buyer a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Loans by the Issuer and pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred the Loans, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Loans, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andLoans, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (b) after the delinquency of any Transferred Loan Loans become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Loans, to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the same extent as obligations due under the Originator could have done if it had continued to own such LoanLoans, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause (a) and (b) above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a Loan if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Final Maturity Date. If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Loan on the ground that it shall not be a real party in interest or a holder entitled to enforce such Loan, the name ofManaging Member shall take steps to enforce such Loan, or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure enable the collectibility of Servicer to collect the Transferred LoansLoans and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Issuer a party to any litigation without such partythe Issuer’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.. 700148759 06142559 Servicing Agreement

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Purchaser Assets by the Issuer and pledge of the Transferred Loans Purchaser Assets to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) remarket, or arrange for the remarketing of Equipment related to the termination of any Receivable of which the Issuer owns the Residual and take all other action thereto (including the refurbishment and sale or release thereof), (b) collect all amounts due under any and all Transferred Loansthe Purchaser Assets, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Purchaser Assets, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andPurchaser Assets, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (c) after the delinquency of any Transferred Loan Receivables become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Receivables and the related Purchaser Assets, to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any item of Collateral securing the same extent as obligations due under any such Receivables and the Originator could have done if it had continued to own such Loanrelated Purchaser Assets, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause (b) and (c) above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a Receivable if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class B Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Amount, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related Receivable; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Receivable for an amount less than the Loan Value or Lease Value, as applicable, of such Receivable. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Issuer (in the case of a Receivable other than a Purchased Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the name ofManaging Member shall take steps to enforce such Receivable, or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing, equipment management, and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure enable the collectibility of Servicer to collect the Transferred LoansReceivables and the other Purchaser Assets and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Issuer a party to any litigation without such partythe Issuer’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Collateral by the Issuer and pledge of the Transferred Loans Collateral to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred the Loans, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Loans, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andLoans, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (b) after the delinquency of any Transferred Loan Loans become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Loans, (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any item of Collateral securing the obligations due under any such Loans; in each case, consistent with the Credit and Collection Policies; provided, that, with respect to clause (a) and (b) above, the same extent as Servicer shall not agree to any modification of the Originator could have done APR on any Loan or of the amount of any Scheduled Payment on a Loan if it had continued such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to own extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Loan; provided, howeverthat only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Loan for an amount less than the Loan Value of such Loan. If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Loan on the ground that it shall not be a real party in the name of, interest or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be a holder entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterpartyenforce such Loan, the Collateral Custodian or the Administrative Agent a party Managing Member shall take steps to any litigation without enforce such party’s express prior written consentLoan, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consentincluding bringing suit in its name.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Seller hereby authorizes the Servicer (including any successor successors thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Purchased Receivables to the Lender, each Hedge Counterparty, and the Collateral CustodianPurchaser, in the determination of the ServicerServicer as the case may be, to collect all amounts due under any and all Transferred LoansPurchased Receivables and process all Collections and related Remittance Advices within five Business Days of receipt thereof. Further, includingthe Servicer is authorized, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing payment of such Purchased Receivables and the related Contracts, and adjusting, settling or compromising the account or payment thereof, to the same extent as the Originator Seller could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Seller shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansPurchased Receivables. Notwithstanding anything to the contrary contained herein, the Servicer shall have the absolute and unlimited right to direct the Subservicer to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon, repossess or take any other action which the Servicer deems necessary or advisable with respect thereto. In no event shall the Servicer Subservicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Purchaser or the Administrative Agent Servicer a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the Issuer’s ownership of or beneficial interest in, as applicable, the Receivable Assets, and pledge of the Transferred Loans Receivable Assets to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) remarket, or arrange for the remarketing of Equipment related to the termination of any Receivable of which the Issuer owns the Residual or which is included in the Series 2013-1A SUBI and take all other action thereto (including the refurbishment and sale or release thereof), (b) collect all amounts due under any and all Transferred Loansthe Receivable Assets, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Receivable Assets, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andReceivable Assets, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (c) after the delinquency of any Transferred Loan Receivables become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Receivables and the related Receivable Assets, (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the obligations due under any such Receivables and the related Receivable Assets, in each case, consistent with the Credit and Collection Policies; provided, that, in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Value, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related Receivable; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Receivable for an amount less than the Loan Value or Lease Value, as applicable, of such Receivable. If the Servicer shall commence a legal proceeding, on behalf of the Issuer, to enforce a Receivable, the Issuer (in the case of a Receivable other than a Removed Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable or, in the case of a Lease, a beneficial interest in such Lease, to the same extent as the Originator could have done if Servicer. If in any enforcement suit or legal proceeding it had continued to own such Loan; provided, however, shall be held that the Servicer may not execute any document enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Managing Member shall take steps to enforce such Receivable, including bringing suit in the name ofof the Issuer or the Titling Trust, or which imposes any direct obligation on, any Lenderas applicable. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing, equipment management and administrative duties duties, on behalf of the Issuer, hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order required and possible, to ensure enable the collectibility of Servicer to collect the Transferred LoansReceivables and the other Receivable Assets and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Issuer or the Administrative Agent Titling Trust, as applicable, a party to any litigation without such partythe Issuer’s or the Titling Trust’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of The Borrower and the Borrower, each Managing Agent, Agent on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lenders hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans Collateral to the Lender, each Hedge Counterparty, and Agent for the Collateral Custodianbenefit of the Secured Parties, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansReceivables, including, without limitation, endorsing any of their names the Borrower’s name on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Receivables and, after the delinquency of any Transferred Loan Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing payment thereofof such Receivable and adjusting, to settling or compromising the same extent as account or payment thereof in each case in accordance with the Originator could have done if it had continued to own such Loan; provided, however, that terms and provisions of this Agreement and the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCredit and Collection Policies and Procedures. The Borrower shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of ability to collect the Transferred LoansReceivables. In no event shall the a Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Lender or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Collateral by the Issuer and pledge of the Transferred Loans Collateral to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred the Loans, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Loans, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andLoans, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (b) after the delinquency of any Transferred Loan Loans become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Loans, (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the obligations due under any such Loans; in each case, consistent with the Credit and Collection Policies; provided, that, with respect to clause (a) and (b) above, the same extent as Servicer shall not agree to any modification of the Originator could have done APR on any Loan or of the amount of any Scheduled Payment on a Loan if it had continued such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to own extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Loan; provided, howeverthat only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Loan for an amount less than the Loan Value of such Loan. If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Loan on the ground that it shall not be a real party in interest or a holder entitled to enforce such Loan, the name ofManaging Member shall take steps to enforce such Loan, or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure enable the collectibility Servicer to collect the Loans and any other item of the Transferred LoansCollateral and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Issuer a party to any litigation without such partythe Issuer’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the Issuer’s ownership of or beneficial interest in, as applicable, the Receivable Assets, and pledge of the Transferred Loans Receivable Assets to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) remarket, or arrange for the remarketing of Equipment related to the termination of any Receivable of which the Issuer owns the Residual or which is included in the Series 2014-1 SUBI and take all other action thereto (including the refurbishment and sale or release thereof), (b) collect all amounts due under any and all Transferred Loansthe Receivable Assets, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Receivable Assets, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andReceivable Assets, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (c) after the delinquency of any Transferred Loan Receivables become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Receivables and the related Receivable Assets, (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the obligations due under any such Receivables and the related Receivable Assets, in each case, consistent with the Credit and Collection Policies; provided, that, in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Value, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related Receivable; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Receivable for an amount less than the Loan Value or Lease Value, as applicable, of such Receivable. If the Servicer shall commence a legal proceeding, on behalf of the Issuer, to enforce a Receivable, the Issuer (in the case of a Receivable other than a Removed Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable or, in the case of a Lease, a beneficial interest in such Lease, to the same extent as the Originator could have done if Servicer. If in any enforcement suit or legal proceeding it had continued to own such Loan; provided, however, shall be held that the Servicer may not execute any document enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Managing Member shall take steps to enforce such Receivable, including bringing suit in the name ofof the Issuer or the Titling Trust, or which imposes any direct obligation on, any Lenderas applicable. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing, equipment management and administrative duties duties, on behalf of the Issuer, hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order required and possible, to ensure enable the collectibility of Servicer to collect the Transferred LoansReceivables and the other Receivable Assets and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Issuer or the Administrative Agent Titling Trust, as applicable, a party to any litigation without such partythe Issuer’s or the Titling Trust’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps consistent with the Servicing Standard in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral by the Transferor to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Grant by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent any Lender a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Borrower hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to Borrower hereunder and under the Lender, each Hedge Counterparty, and the Collateral CustodianSale Agreement, in the determination of the Servicer, to (x) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, and executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (y) after the delinquency of any Transferred Loan Receivable becomes a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Invoice therefor and to adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; providedReceivable, however, that subject to the Servicer may not execute any document limitations set forth in the name of, or which imposes any direct obligation on, any LenderSection 6.03. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall have the absolute and shall cooperate with unlimited right to direct the Servicer (at the Servicer’s expense) (i) to the fullest extent in order commence or settle any legal action to ensure the collectibility enforce collection of the any Transferred LoansReceivable or (ii) to foreclose upon, repossess or take any other action that Borrower deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent or any Lender a party to any litigation without such partyPerson’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself each Lender Agent, each Lender and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, the Administrative Agent, the Collateral Agent, any Lender, any Managing Agent, Lender Agent or any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Counterparty a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent Agent, the Trustee and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans Collateral to the LenderTrustee, each Hedge Counterparty, and the Collateral Custodian, in the determination on behalf of the ServicerSecured Parties, to collect all amounts due under any and all Transferred LoansCollateral Debt Obligations, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Debt Obligations and, after the delinquency of any Transferred Loan Collateral Debt Obligation and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Borrower could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute Collateral free of any document in the name of, or which imposes any direct obligation on, any LenderLiens. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral Debt Obligations. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Trustee or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without such Person’s and the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSeller, the Administrative Agent Agent, each Purchaser Agent, each Purchaser and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Assets in the Asset Pool by the Originator to the LenderDepositor under the Originator Sale Agreement, each Hedge Counterpartyby the Depositor to the Seller under the Depositor Sale Agreement and, and thereafter, by the Collateral CustodianSeller to the Trustee on behalf of the Secured Parties hereunder, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansAssets, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Assets and, after the delinquency of any Transferred Loan Assets and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; providedAssets. Such authority shall include, howeverbut not be limited to, that the authority to substitute or release Related Property (if any) consistent with the Credit and Collection Policy. In connection with any such sale, the Servicer may not execute any document shall deposit in the name ofCollection Account, or which imposes any direct obligation onpursuant to Section 6.4, any Lenderall proceeds received upon such sale. The Borrower Originator, the Seller and the Trustee, on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansAssets. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Parties, any Hedge Counterparty, the Collateral Custodian or Trustee, the Administrative Agent or any Purchaser Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agenteach such Person’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Buyer hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianBuyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, and executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence commencing proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjusting, settling or compromising any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Buyer shall have the absolute and shall cooperate with unlimited right to direct the Servicer (at the Servicer’s expense) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the fullest extent in order to ensure the collectibility of the Transferred LoansBuyer deems Receivables Sale and Servicing Agreement necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, Buyer or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Secured Party a party to any litigation without Litigation without, as the case may be, Buyer or such partySecured Party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the Issuer’s ownership of or beneficial interest in, as applicable, the Receivable Assets, and pledge of the Transferred Loans Receivable Assets to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) remarket, or arrange for the remarketing of Equipment related to the termination of any Receivable of which the Issuer owns the Residual or which is included in the Series 2014-1A SUBI and take all other action thereto (including the refurbishment and sale or release thereof), (b) collect all amounts due under any and all Transferred Loansthe Receivable Assets, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Receivable Assets, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andReceivable Assets, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (c) after the delinquency of any Transferred Loan Receivables become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Receivables and the related Receivable Assets, (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the obligations due under any such Receivables and the related Receivable Assets, in each case, consistent with the Credit and Collection Policies; provided, that, in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Value, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related Receivable; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Receivable for an amount less than the Loan Value or Lease Value, as applicable, of such Receivable. If the Servicer shall commence a legal proceeding, on behalf of the Issuer, to enforce a Receivable, the Issuer (in the case of a Receivable other than a Removed Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable or, in the case of a TRAC Lease, a beneficial interest in such TRAC Lease, to the same extent as the Originator could have done if Servicer. If in any enforcement suit or legal proceeding it had continued to own such Loan; provided, however, shall be held that the Servicer may not execute any document enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Managing Member shall take steps to enforce such Receivable, including bringing suit in the name ofof the Issuer or the Titling Trust, or which imposes any direct obligation on, any Lenderas applicable. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing, equipment management and administrative duties duties, on behalf of the Issuer, hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order required and possible, to ensure enable the collectibility of Servicer to collect the Transferred LoansReceivables and the other Receivable Assets and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Issuer or the Administrative Agent Titling Trust, as applicable, a party to any litigation without such partythe Issuer’s or the Titling Trust’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself and the related Lenders, the Administrative each Lender Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lenderthe Administrative Agent, any Managing the Collateral Agent, any Hedge Counterparty, the Collateral Custodian Lender or the Administrative any Lender Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge security interest of the Transferred Loans to Administrative Agent, for the Lender, each Hedge Counterparty, and benefit of the Collateral CustodianSecured Parties, in the determination of the ServicerCollateral, to collect all amounts due under any and all Transferred Loansthe Collateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Asset and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Administrative Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure facilitate the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent or any Lender a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s (at the direction of the Majority Lenders) consent. In the performance of its obligations hereunder, Midland shall not be obligated to take, or to refrain from taking, any action which the Borrower or any Lender requests that Midland take or refrain from taking to the extent that Midland determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan Asset, Borrower or Obligor; (ii) may cause a violation of any provision of this Agreement, a Fee Letter or a Required Loan Document or any other Transaction Document; or (iii) may be a violation of the Servicing Standard.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the Issuer’s ownership of or beneficial interest in, as applicable, the Receivable Assets, and pledge of the Transferred Loans Receivable Assets to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) remarket, or arrange for the remarketing of Equipment related to the termination of any Receivable of which the Issuer owns the Residual or which is included in the Series 2015-1 SUBI and take all other action thereto (including the refurbishment and sale or release thereof), (b) collect all amounts due under any and all Transferred Loansthe Receivable Assets, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Receivable Assets, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andReceivable Assets, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (c) after the delinquency of any Transferred Loan Receivables become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Receivables and the related Receivable Assets, (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the obligations due under any such Receivables and the related Receivable Assets, in each case, consistent with the Credit and Collection Policies; provided, that, in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Value, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related Receivable; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Receivable for an amount less than the Loan Value or Lease Value, as applicable, of such Receivable. If the Servicer shall commence a legal proceeding, on behalf of the Issuer, to enforce a Receivable, the Issuer (in the case of a Receivable other than a Removed Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable or, in the case of a Lease, a beneficial interest in such Lease, to the same extent as the Originator could have done if Servicer. If in any enforcement suit or legal proceeding it had continued to own such Loan; provided, however, shall be held that the Servicer may not execute any document enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Managing Member shall take steps to enforce such Receivable, including bringing suit in the name ofof the Issuer or the Titling Trust, or which imposes any direct obligation on, any Lenderas applicable. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing, equipment management and administrative duties duties, on behalf of the Issuer, hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order required and possible, to ensure enable the collectibility of Servicer to collect the Transferred LoansReceivables and the other Receivable Assets and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Issuer or the Administrative Agent Titling Trust, as applicable, a party to any litigation without such partythe Issuer’s or the Titling Trust’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Loans by the Issuer and pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred the Loans, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Loans, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andLoans, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (b) after the delinquency of any Transferred Loan Loans become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Loans, to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the same extent as obligations due under the Originator could have done if it had continued to own such LoanLoans, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause (a) and (b) above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a Loan if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Notwithstanding the generality of clause (a) above, the Servicer agrees that it shall promptly give written notice to the Issuer with a copy to S&P if the aggregate Loan Value of all Loans with respect to which an extension on payment of principal thereon has been granted by the Servicer exceeds 10% of the aggregate Loan Value of the Loans as of the Cut-off Date. If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Loan on the ground that it shall not be a real party in interest or a holder entitled to enforce such Loan, the name ofManaging Member shall take steps to enforce such Loan, or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure enable the collectibility of Servicer to collect the Transferred LoansLoans and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Issuer a party to any litigation without such party’s the Issuer's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself the Agent and the related Lenders, the Administrative Agent and each Hedge Counterparty Note Purchaser hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the Lender, each Hedge Counterparty, Equityholder and the Collateral CustodianEquityholder to the Borrower under the Purchase and Sale Agreements and, in thereafter, the determination Pledge by the Borrower to the Trustee on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Trustee on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Agent, any Hedge Counterparty, the Collateral Custodian Trustee or the Administrative Agent Note Purchaser a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself and the related Lenderseach Lender Agent, the Administrative Agent each Lender and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred Loansof the Collateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan of the Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, the Administrative Agent, the Collateral Agent, any Lender, any Managing Agent, Lender Agent or any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Counterparty a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself each Lender Agent, each Lender and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Purchase and Sale Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, the Administrative Agent, the Collateral Agent, any Lender, any Managing Agent, Lender Agent or any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Counterparty a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps consistent with the Servicer Standard in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge Pledge of the Transferred Loans Collateral Portfolio by the Borrower to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent any Lender a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedureprocedure or other routine enforcement of the obligations of any Obligor owing to the Borrower) without the Administrative Agent’s and each Lender’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Purchaser Assets by the Issuer and pledge of the Transferred Loans Purchaser Assets to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) remarket, or arrange for the remarketing of Equipment related to the termination of any Receivable of which the Issuer owns the Residual and take all other action thereto (including the refurbishment and sale or release thereof), (b) collect all amounts due under any and all Transferred Loansthe Purchaser Assets, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Purchaser Assets, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andPurchaser Assets, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (c) after the delinquency of any Transferred Loan Receivables become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Receivables and the related Purchaser Assets, to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the same extent as obligations due under any such Receivables and the Originator could have done if it had continued to own such Loanrelated Purchased Assets, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause (b) and (c) above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a Receivable if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class B Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Amount, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related Receivable; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a Receivable for an amount less than the Loan Value or Lease Value, as applicable, of such Receivable. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Issuer (in the case of a Receivable other than a Purchased Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the name ofManaging Member shall take steps to enforce such Receivable, or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing, equipment management, and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure enable the collectibility of Servicer to collect the Transferred LoansReceivables and the other Purchaser Assets and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Issuer a party to any litigation without such partythe Issuer’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself Borrowers and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral from a Seller to the LenderOriginator pursuant to a Purchase and Sale Agreement and from the Originator to the LLC Borrower under its Sale Agreement and, each Hedge Counterpartythereafter, and the Collateral Custodianpledge by the Borrowers to the Administrative Agent, in the determination on behalf of the ServicerSecured Parties, hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower Originator, the Borrowers and the Administrative Agent, on behalf of the Secured Parties, shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartySecured Party, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the a Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersLoan Party, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps consistent with the Servicing Standard in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral by the Originator to the LenderBorrower or the Borrower to a Securitization Subsidiary, as applicable, under the applicable Purchase and Sale Agreement and, thereafter, the Grant by each Hedge Counterparty, and Loan Party to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; providedCollateral. Each Loan Party, however, that the Servicer may not execute any document in Originator and the name of, or which imposes any direct obligation on, any Lender. The Borrower Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent any Lender a party to any litigation without such party’s 's express prior written consent, or to make the Borrower any Loan Party a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s 's consent.

Authorization of the Servicer. (a) Each of the BorrowerOriginator, each Managing Agent, the Seller and the Deal Agent on behalf of itself and the related Lenders, the Administrative Agent Secured Parties and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianPurchasers, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable LawRequirements of Law and regulations, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower Originator, the Seller and the Deal Agent on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Party, any Hedge Counterparty, the Collateral Custodian or the Administrative Deal Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower Seller a party to 62 68 any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Deal Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSeller, the Administrative Agent, the Purchaser Agent and each Hedge Counterparty the Purchaser hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Assets in the Asset Pool to the Lender, each Hedge Counterparty, and the Collateral CustodianPurchaser, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansAssets, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Assets and, after the delinquency of any Transferred Loan Assets and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderAssets. The Borrower Originator, the Seller and the Administrative Agent, on behalf of the Secured Parties, shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansAssets. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartySecured Parties, the Collateral Custodian Custodian, the Administrative Agent or the Administrative Purchaser Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s 's and the Purchaser Agent's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Seller hereby authorizes the Servicer (including any successor successors thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Purchased Receivables to the Lender, each Hedge Counterparty, and the Collateral CustodianPurchaser, in the determination of the ServicerServicer as the case may be, to collect all amounts due under any and all Transferred LoansPurchased Receivables and process all Collections and related Remittance Advices. The Servicer shall process such Collections and related Remittance Advices within five Business Days of receipt thereof. Further, includingthe Servicer is authorized, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing payment of such Purchased Receivables and the related Contracts, and adjusting, settling or compromising the account or payment thereof, to the same extent as the Originator Seller could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Seller shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansPurchased Receivables. Notwithstanding anything to the contrary contained herein, the Servicer shall have the absolute and unlimited right to direct the Subservicer to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon, repossess or take any other action which the Servicer deems necessary or advisable with respect thereto. In no event shall the Servicer Subservicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Purchaser or the Administrative Agent Servicer a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Buyer and the Agent, on behalf of itself and the related LendersLender Group, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all commercially reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans Notes Receivable pursuant to the Lender, each Hedge Counterparty, and the Collateral CustodianLoan Agreement, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansNotes Receivable, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Notes Receivable and, after the delinquency of any Transferred Loan Notes Receivable and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderNotes Receivable. The Borrower Buyer shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansNotes Receivable. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartyBuyer, the Collateral Custodian Agent or any member of the Administrative Agent Lender Group a party to any litigation without such party’s express prior written consent, or to make the Borrower Buyer a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Buyer hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianBuyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, and executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence commencing proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjusting, settling or compromising any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Buyer shall have the absolute and shall cooperate with unlimited right to direct the Servicer (at the Servicer’s expense) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the fullest extent in order to ensure the collectibility of the Transferred LoansBuyer deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, Buyer or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Secured Party a party to any litigation without Litigation without, as the case may be, Buyer or such partySecured Party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent Borrower and each Hedge Counterparty of the Lenders hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its the name of the Borrower and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans Borrower Collateral by the Borrower to each of the Lenders hereunder and the subsequent pledge thereof by the Conduit Lender to the Lender, each Hedge Counterparty, and Collateral Agent pursuant to the Collateral CustodianAgent Agreement, in the determination of the Servicer, to (a) collect or supervise the collection of all amounts due under any Borrower Collateral and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Trust Investment and (b) after the delinquency of any Transferred Loan Trust Investment becomes a Defaulted Financing and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence assist the Borrower in commencing proceedings with respect to enforcing the enforcement of payment thereofof any such Trust Investment and the Collateral Documentation therefor and assist the Borrower in adjusting, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute settling or compromising any document in the name of, or which imposes any direct obligation on, any Lenderpayments due thereunder. The Borrower and the Lenders shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent to collect all amounts due to the Borrower under or in order connection with the Borrower Collateral and to ensure assist the collectibility Servicer in the discharge of its duties hereunder and under the other Related Documents. Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of a Default or an Event of Default, each of the Transferred LoansLenders and the Agents shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Investment Advisor or otherwise), at the Borrower's expense, to commence or settle any legal action to enforce collection of all amounts due to the Borrower under or in connection with any Trust Investment or to foreclose upon, repossess or take any other action that the applicable Agent deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation such action (or any other action by or against a third party) without such party’s Affected Party's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge grant by the Borrower to the Collateral Agent on behalf of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) 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. In case any reasonable question arises as to its duties hereunder, the Collateral Agent may request instructions from the Administrative Agent and shall cooperate with be entitled at all times to refrain from taking any actions unless it has received instruction from the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansAdministrative Agent. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.. (b) The Administrative Agent may, at any time that an Event of Default has occurred and is continuing, notify any Obligor with respect to any Collateral of the assignment of such Collateral to the Collateral Agent on behalf of the Secured Parties and direct that payments of all amounts due or to become due be made directly to the Administrative Agent or any servicer, collection agent or account designated by the Administrative Agent and, upon such notification and at the expense of the Borrower, the Administrative Agent may enforce collection of any such Collateral, and adjust, settle or compromise the amount or payment thereof. Section 11.04

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge security interest of the Transferred Loans to Administrative Agent, for the Lender, each Hedge Counterparty, and benefit of the Collateral CustodianSecured Parties, in the determination of the ServicerCollateral, to collect all amounts due under any and all Transferred Loansthe Collateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Asset and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Administrative Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure facilitate the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent or any Lender a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s 's (at the direction of the Majority Lenders) consent. In the performance of its obligations hereunder, Midland shall not be obligated to take, or to refrain from taking, any action which the Borrower or any Lender requests that Midland take or refrain from taking to the extent that Midland determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Loan Asset, Borrower or Obligor; (ii) may cause a violation of any provision of this Agreement, a Fee Letter or a Required Loan Document or any other Transaction Document; or (iii) may be a violation of the Servicing Standard.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps consistent with the Servicing Standard in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral by the Transferor to the LenderBorrower under the Sale and Contribution Agreement and, each Hedge Counterpartythereafter, and the Grant by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Agent or the Administrative Agent any Lender a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself Lender and the related Lenders, the Administrative Facility Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) ), to take any and all reasonable steps as it shall determine in its name and on its behalf of each or any of the foregoing necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, (i) to collect all amounts due under any and all Transferred Loans, including, without limitation, including endorsing any of their names on checks and other instruments {B2297203; 11} - 44 - representing Collections, executing (ii) to execute and delivering deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of and (iii) with respect to any delinquent Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Lender or Agent, any Hedge Counterparty, the Collateral Custodian, the Securities Custodian or the Administrative Facility Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Facility Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Borrower hereby authorizes the Servicer (including any successor thereto) to take any and all commercially reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the rights of the Administrative Agent and the Lenders hereunder and under the Funding Agreement and the pledge of the Transferred Loans Conduit Lender's Revolving Note by the Conduit Lender to the Lender, each Hedge Counterparty, and Collateral Agent pursuant to the Collateral CustodianAgent Agreement, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence undertake commercially reasonable defaulted receivable collection efforts, including commencing proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Borrower, the Administrative Agent and each Lender shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Lenders and the Administrative Agent shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Originator or otherwise) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the Administrative Agent deems necessary or advisable with respect thereto; provided, that (A) in lieu of commencing any such action or taking other enforcement action, the Servicer may, at its option, elect to pay to the Collection Account for the benefit of the Applicable Lenders, an amount equal to the Outstanding Balance of such Transferred Receivable, and (B) the Originator or Servicer shall cooperate with not, unless indemnified to its satisfaction by the Lenders, be obligated to commence or take any legal action that is in contravention of law or regulation, or to settle any action that would entail an admission by the Originator or Servicer of legal wrongdoing or culpability or require the payment of damages by the Originator or Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loansany third party. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without such party’s Affected Party's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) Litigation without the Administrative Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSeller, the Administrative Agent Agent, each Purchaser and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name (or in the name of a REO Asset Owner with respect to any REO Asset) and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Collateral to the Lender, Purchasers and each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in 102 compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower Originator, the Seller and the Administrative Agent on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Parties, any Hedge Counterparty, the Collateral Custodian or Custodian, the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Borrower hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge of the Transferred Loans Collateral by the Borrower to the LenderCollateral Agent, each Hedge Counterparty, and the Collateral Custodian, in the determination on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, including endorsing any of their names its name on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Servicer could have done if it had continued to own owned such Loan; providedCollateral. In furtherance of the foregoing, however, that the Borrower hereby irrevocably appoints the Servicer may not execute its true and lawful agent and attorney-in-fact (with full power of substitution) in its name, place and stead and at its expense, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any document and all documents which the Servicer reasonably deems appropriate or necessary in connection with the name of, or which imposes any direct obligation on, any Lenderperformance of its duties provided for herein. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative collateral management duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the BorrowerCollateral Agent, any Lender, any Managing the Administrative Agent, any Hedge Counterparty, the Collateral Custodian Lender or the Administrative Agent any other Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent. Following the occurrence of an Event of Default (unless otherwise waived by the Lenders in accordance with Section 12.01), the Administrative Agent (acting in its sole discretion or at the direction of the Required Lenders) may provide notice to the Servicer (with a copy to the Collateral Agent) that the Secured Parties are exercising their control rights with respect to the Collateral in accordance with Section 6.02(b).

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, Borrower and the Deal Agent on behalf of itself and the related Lenders, the Administrative Agent Lenders and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Originator, the Borrower and the Deal Agent on behalf of the Lenders and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Deal Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Deal Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Loans by the Issuer and pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred the Loans, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Loans, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andLoans, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (b) after the delinquency of any Transferred Loan Loans become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Loans, to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the same extent as obligations due under the Originator could have done if it had continued to own such LoanLoans, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause (a) and (b) above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a Loan if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Loan on the ground that it shall not be a real party in interest or a holder entitled to enforce such Loan, the name ofManaging Member shall take steps to enforce such Loan, or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure enable the collectibility of Servicer to collect the Transferred LoansLoans and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Issuer a party to any litigation without such partythe Issuer’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.. Servicing Agreement

Authorization of the Servicer. (a) Each of the Borrower, each Managing Borrower and the Administrative Agent, on behalf of itself and the related LendersSecured Parties, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Pledged Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianSecured Parties, in the determination of the Servicer, to collect all amounts due under any and all Transferred Pledged Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Pledged Loans and, after the delinquency of any Transferred Pledged Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the each Backup Servicer and each Successor Servicer (and any successors theretoas applicable) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Pledged Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartySecured Party, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Buyer hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianBuyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Buyer shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, Buyer shall have the absolute and shall cooperate with unlimited right to direct the Servicer (at the Servicer’s expense) (i) to the fullest extent in order commence or settle any legal action to ensure the collectibility enforce collection of the any Transferred LoansReceivable or (ii) to foreclose upon, 745039911 21696099 36 repossess or take any other action that Buyer deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, Buyer or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without Buyer’s or such partyAffected Party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge grant by the Borrower to the Collateral Agent on behalf of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with USActive 53852035.1153852035.14.docx -125- respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) 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. In case any reasonable question arises as to its duties hereunder, the Collateral Agent may request instructions from the Administrative Agent and shall cooperate with be entitled at all times to refrain from taking any actions unless it has received instruction from the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansAdministrative Agent. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself and the related Lenderseach Lender Agent, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name (or in the name of a Portfolio Subsidiary with respect to any REO Asset) and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge of the Transferred Loans Collateral by the Borrower to the LenderCollateral Agent, each Hedge Counterparty, and the Collateral Custodian, in the determination on behalf of the ServicerSecured Parties, hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Servicer could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower and the Collateral Agent, on behalf of the Secured Parties, shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartySecured Parties, the Collateral Custodian or Custodian, the Collateral Agent, the Administrative Agent or the Lender Agents a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the [Loans] [Purchaser Assets] by the Issuer and pledge of the Transferred Loans [Loans] [Purchaser Assets] to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) [remarket, or arrange for the remarketing of Equipment related to the termination of any Receivable of which the Issuer owns the Residual and take all other action thereto (including the refurbishment and sale or release thereof), (b)] collect all amounts due under any and all Transferred the [Loans] [Purchaser Assets], including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the [Loans] [Purchaser Assets], executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and[Loans] [Purchaser Assets], and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and [(c)] after the delinquency of any Transferred Loan [Loans] [Receivables] become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the [Loans] [Receivables and the related Purchaser Assets], to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any collateral securing the same extent as obligations due under any such Receivables and the Originator could have done if it had continued to own such Loanrelated Purchased Assets, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause [(b)] and [(c)] above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a [Loan] [Receivable] if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Amount, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated Servicing Agreement as Available Amounts in respect of the related [Loan] [Receivable]; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a [Loan] [Receivable] for an amount less than the Loan Value [or Lease Value, as applicable,] of such [Loan] [Receivable]. If the Servicer shall commence a legal proceeding to enforce a [Loan] [Receivable], the Issuer (in the case of a [Loan] [Receivable] other than a Purchased [Loan] [Receivable]) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such [Loan] [Receivable] to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a [Loan] [Receivable] on the ground that it shall not be a real party in interest or a holder entitled to enforce such [Loan] [Receivable], the name ofManaging Member shall take steps to enforce such [Loan] [Receivable], or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing[, equipment management] and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure enable the collectibility of Servicer to collect the Transferred [Loans] [Receivables and the other Purchaser Assets] and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Issuer a party to any litigation without such partythe Issuer’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Lenders ----------------------------- hereby authorizes the Servicer (including any successor thereto) Servicer, and the Borrower acknowledges such authorization, to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, Administrative Agent and the Collateral CustodianLenders hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; providedReceivable. Each Originator, howeverthe Borrower, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower Administrative Agent and each Lender shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Lenders and the Administrative Agent shall cooperate with have the absolute and unlimited right to direct the Servicer (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the fullest extent in order to ensure the collectibility of the Transferred LoansAdministrative Agent deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without such party’s Affected Party's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) Litigation without the Administrative Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself Conduit Purchaser and the related Lenders, the Administrative Agent and each Hedge Counterparty Committed Purchasers hereby authorizes the Servicer (including any successor thereto) Servicer, and the Seller acknowledges such authorization, to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the ownership of the Purchaser Interests purchased by such Purchaser hereunder and the pledge of the Transferred Loans Conduit's Purchaser Interest by the Conduit Purchaser to the Lender, each Hedge Counterparty, and Collateral Agent pursuant to the Collateral CustodianAgent Agreement, in the determination of the Servicer, to (a) collect all amounts due under any Transferred Receivable and all Transferred Loansthe Seller Collateral, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsCollections on such Transferred Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the any such Transferred Loans and, Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Transferred Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; providedTransferred Receivable. Each Originator, howeverthe Seller, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower Administrative Agent and each Purchaser shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Purchasers and the Administrative Agent shall cooperate with have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Parent or otherwise) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the Administrative Agent deems necessary or advisable with respect thereto; PROVIDED, that in lieu of commencing any such action or taking other enforcement action, the Servicer may, at its option, elect to (x) deposit an amount equal to the fullest extent Outstanding Balance for such Transferred Receivable into the Collection Account or (y) replace such Transferred Receivable with an Eligible Receivable(s) of equal or greater amount to the Capital Investment with respect to the Purchasers' Purchaser Interest in order to ensure the collectibility of the such Transferred LoansReceivable. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without such party’s Affected Party's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) Litigation without the Administrative Agent’s 's consent.

Authorization of the Servicer. (a) Each of The Purchaser hereby ----------------------------- authorizes the BorrowerServicer, each Managing Agent, on behalf of itself and the related LendersSeller acknowledges such authorization, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge ownership of the Transferred Loans Receivables purchased by the Purchaser hereunder and the pledge thereof by the Purchaser to the Lender, each Hedge Counterparty, and Collateral Agent pursuant to the Collateral CustodianAgent Agreement, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the CGS Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower CGS Originator, the Seller and the Purchaser shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of collect the Transferred LoansReceivables and to assist the Servicer in the discharge of its duties hereunder and under the other Related Documents. Notwithstanding anything to the contrary contained herein, the Purchaser, the Operating Agent and the Collateral Agent shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is CGS, the Parent Guarantor or otherwise) (i) upon the first occurrence of an Incipient Termination Event or a Termination Event, whether or not cured, to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the Operating Agent or the Collateral Agent deems necessary or advisable with respect thereto; provided, that in lieu of commencing any such action or taking other -------- enforcement action, the Servicer may, at its option, elect to pay to the Purchaser the Outstanding Balance of such Transferred Receivable. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without such party’s Affected Party's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) Litigation without the Administrative Operating Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Buyer hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianBuyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Buyer shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Buyer shall have the absolute and shall cooperate with unlimited right to direct the Servicer (at the Servicer’s expense) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the fullest extent in order to ensure the collectibility of the Transferred LoansBuyer deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, Buyer or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without such partyAffected Party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself Seller and the related Lenders, the Administrative Agent and each Hedge Counterparty ----------------------------- Purchaser hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge ownership of the Transferred Loans Receivables by the Purchaser and the pledge to the Lender, each Hedge Counterparty, and the Collateral CustodianAgent, in the determination of the Servicer, to collect all amounts due under any and all such Transferred LoansReceivables, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the such Transferred Loans Receivables and, after the delinquency of any such Transferred Loan Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing payment of such Transferred Receivables and the related Contracts, and adjusting, settling or compromising the account or payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; providedReceivable. Each Originator, however, that the Servicer may not execute any document in Seller and the name of, or which imposes any direct obligation on, any Lender. The Borrower Purchaser shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansReceivables. Notwithstanding anything to the contrary contained herein, the Purchaser, the Collateral Agent and the Operating Agent shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Originator or otherwise) to commence or settle any legal action to enforce collection of any such Transferred Receivable or to foreclose upon, repossess or take any other action which the Collateral Agent or the Operating Agent deems necessary or advisable with respect thereto; provided, that the Servicer may, rather than commencing such action or taking other enforcement action, at its option elect to pay the Purchaser the Outstanding Balance of such Transferred Receivable. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartyPurchaser, the Collateral Custodian Agent or the Administrative Operating Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Operating Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, Borrower and the Deal Agent on behalf of itself and the related Lenders, the Administrative Agent Lenders and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, Borrower or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Deal Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Deal Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Seller hereby authorizes the Servicer (including any successor successors thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Purchased Receivables to the Lender, each Hedge Counterparty, and the Collateral CustodianPurchaser, in the determination of the Servicer, Servicer to collect all amounts due under any and all Transferred LoansPurchased Receivables and process all Collections and related Remittance Advices within five Business Days of receipt thereof. Further, includingthe Servicer is authorized, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing payment of such Purchased Receivables and the related Contracts, and adjusting, settling or compromising the account or payment thereof, to the same extent as the Originator Seller could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Seller shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansPurchased Receivables. Notwithstanding any other provision herein to the contrary, the Servicer shall have the absolute and unlimited right to direct the Subservicer (who shall be obligated to cause the applicable Provider Affiliate) to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon, repossess or take any other action which the Servicer reasonably deems necessary or advisable with respect thereto. In no event shall the Servicer Subservicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Purchaser or the Administrative Agent Servicer a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Facility Agent, on behalf of itself the Collateral Agent and the related Lenders, the Administrative Agent and each Hedge Counterparty Lenders hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps actions determined by the Servicer, in its name and on its behalf accordance with the Servicing Standard, to be necessary or desirable and not inconsistent with the pledge Pledge by the Borrower to the Collateral Agent, on behalf of the Transferred Loans to the LenderSecured Parties, each Hedge Counterparty, and of a security interest in the Collateral Custodian, in the determination Portfolio that at all times ranks senior to that of any other creditor of the ServicerBorrower, to collect all amounts due under any and all Transferred Loansamounts -124- due under the Collateral Portfolio, including, without limitation, endorsing the name of any of their names the foregoing on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio, and, after upon the delinquency of any Transferred Loan and portion of the Collateral Portfolio (to the extent permitted under and in compliance with Applicable Law, ) to commence proceedings with respect to enforcing the payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Facility Agent’s and the Borrower’s express prior written consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself Seller and the related Lenders, the Administrative Agent and each Hedge Counterparty ----------------------------- Purchaser hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge ownership of the Transferred Loans Receivables by the Purchaser and the pledge to the Lender, each Hedge Counterparty, and the Collateral CustodianAgent, in the determination of the Servicer, to collect all amounts due under any and all such Transferred LoansReceivables, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the such Transferred Loans Receivables and, after the delinquency of any such Transferred Loan Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing payment of such Transferred Receivables and the related Contracts, and adjusting, settling or compromising the account or payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; providedReceivable. Each Originator, however, that the Servicer may not execute any document in Seller and the name of, or which imposes any direct obligation on, any Lender. The Borrower Purchaser shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansReceivables. Notwithstanding anything to the contrary contained herein, the Purchaser, the Collateral Agent and the Operating Agent shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is the Originator or otherwise) to commence or settle any legal action to enforce collection of any such Transferred Receivable or to foreclose upon, repossess or take any other action which the Collateral Agent or the Operating Agent deems necessary or advisable with respect thereto; provided, that the Servicer may, rather than commencing such action or taking other enforcement action, at its option elect to pay the Purchaser the Outstanding Balance of such Transferred Receivable. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartyPurchaser, the Collateral Custodian Agent or the Administrative Operating Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Operating Agent’s 's consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself and the related Lenders, the Administrative each Lender Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge sale of the Transferred Loans Collateral Portfolio by the Transferor to the LenderBorrower under the Contribution Agreement and, each Hedge Counterpartythereafter, and the Pledge by the Borrower to the Collateral Custodian, in the determination Agent on behalf of the ServicerSecured Parties hereunder, to collect all amounts due under any and all Transferred LoansCollateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral Portfolio and, after the delinquency of any Transferred Loan Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral Portfolio. In no event shall the Servicer be entitled to make the BorrowerSecured Parties, any Lenderthe Administrative Agent, any Managing the Backup Servicer, the Collateral Agent, any Hedge Counterparty, the Collateral Custodian Lender or the Administrative any Lender Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s, the Backup Servicer’s and each Lender Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Buyer hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianBuyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Buyer shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, Buyer shall have the absolute and shall cooperate with unlimited right to direct the Servicer (at the Servicer’s expense) (i) to the fullest extent in order commence or settle any legal action to ensure the collectibility enforce collection of the any Transferred LoansReceivable or (ii) to foreclose upon, repossess or take any other action that Buyer deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, Buyer or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without such partyAffected Party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership of the Loans by the Issuer and pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred the Loans, including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the Loans, executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans andLoans, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (b) after the delinquency of any Transferred Loan Loans become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the Loans, to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the same extent as obligations due under the Originator could have done if it had continued to own such LoanLoans, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause (a) and (b) above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a Loan if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Notwithstanding the generality of clause (a) above, the Servicer agrees that it shall promptly give written notice to the Issuer with a copy to S&P if the aggregate Loan Value of all Loans with respect to which an extension on payment of principal thereon has been granted by the Servicer exceeds 10% of the aggregate Loan Value of the Loans as of the Cut-off Date. If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a Loan on the ground that it shall not be a real party in interest or a holder entitled to enforce such Loan, the name ofManaging Member shall take steps to enforce such Loan, or which imposes any direct obligation on, any Lenderincluding bringing suit in its name. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall enable the Servicer be entitled to make collect the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.Loans and otherwise discharge its duties Servicing Agreement

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty Buyer hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianBuyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, and executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the Originator applicable Transferor could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Seller shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Buyer (or the Purchaser Agent, as the Buyer’s Assignee) shall have the absolute and shall cooperate with unlimited right to direct the Servicer (at the Servicer’s expense) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the fullest extent in order to ensure Buyer (or the collectibility of the Transferred LoansPurchaser Agent, as Buyer’s assignee) deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make the Borrower, Buyer or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Specified Party a party to any litigation without Litigation without, as the case may be, Buyer’s or such partySpecified Party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Buyer hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral CustodianBuyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all Transferred LoansReceivable, including, without limitation, including endorsing any of their names the applicable name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and, any such Receivable and (b) after the delinquency of any Transferred Loan Receivable becomes a Defaulted Receivable and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment thereofof any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderReceivable. The Borrower Buyer shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Buyer shall have the absolute and shall cooperate unlimited right to direct the Servicer (at the Servicer’s expense) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the Buyer deems necessary or advisable with respect thereto; provided that the Buyer’s assigns may not direct the Servicer to take such actions until after the fullest extent in order to ensure occurrence and during the collectibility continuation of the Transferred Loansa Termination Event. In no event shall the Servicer be entitled to make the Borrower, Buyer or any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent Affected Party a party to any litigation Litigation without such partyAffected Party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership [of or beneficial interest in, as applicable] the [Loans] [Purchaser Assets] by the Issuer and pledge of [the Transferred Loans Loans] [[the] Purchaser Assets] to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) [remarket, or arrange for the remarketing of Equipment related to the termination of any Receivable of which the Issuer owns [or, if such Receivable is a SUBI Receivable, has beneficial interests in,] the Residual and take all other action thereto (including the refurbishment and sale or release thereof), (b)] collect all amounts due under any and all Transferred the [Loans] [Purchaser Assets], including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the [Loans] [Purchaser Assets], executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and[Loans] [Purchaser Assets], and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and [(c)] after the delinquency of any Transferred Loan [Loans] [Receivables] become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the [Loans] [Receivables and the related Purchaser Assets], to (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the same extent as obligations due under any such Receivables and the Originator could have done if it had continued to own such Loanrelated Purchaser Assets, in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause [(b)] and [(c)] above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a [Loan] [Receivable] if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Amount, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related [Loan] [Receivable]; provided, further, only GE Capital, as Servicer, is permitted to allow an Obligor to prepay a [Loan] [Receivable] for an amount less than the Loan Value [or Lease Value, as applicable,] of such [Loan] [Receivable]. If the Servicer shall commence a legal proceeding to enforce a [Loan] [Receivable], the Issuer (in the case of a [Loan] [Receivable] other than a [Purchased] [Removed] [Loan] [Receivable]) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such [Loan] [Receivable] [or, in the case of a SUBI Receivable, a beneficial interest in such SUBI Receivable] to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a [Loan] [Receivable] on the ground that it shall not be a real party in interest or a holder entitled to enforce such [Loan] [Receivable], the Managing Member [or, in the name ofcase such Receivable is a SUBI Receivable, or which imposes any direct obligation onthe SUBI Trustee on behalf of the Titling Trust] shall take steps to enforce such [Loan] [Receivable], any Lenderincluding bringing suit in its name. The Borrower Issuer [and, in the case of any assets included in Series 201[●]-[●] SUBI, the Titling Trust] shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing[, equipment management] and administrative duties hereunder, and the Issuer [or, in the case of any assets included in Series 201[●]-[●] SUBI, the Titling Trust] shall cooperate with assist the Servicer to the fullest extent in order required and possible, to ensure enable the collectibility of Servicer to collect the Transferred [Loans] [Receivables and the other Purchaser Assets] and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Issuer [or the Administrative Agent Titling Trust, as applicable] a party to any litigation without such partythe Issuer’s [or the Titling Trust’s] express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself the Trustee and the related Lenders, the Administrative Agent and each Hedge Counterparty Secured Parties hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge Grant of the Transferred Loans Collateral to the LenderTrustee, each Hedge Counterparty, and for the Collateral Custodianbenefit of the Secured Parties, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Originator, the Borrower and the Trustee, for the benefit of the Secured Parties, shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartyTrustee, the Collateral Custodian or Secured Parties, the Administrative Agent or the Lender Agents a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation litigation, in each such case arising out of or relating to the administration, collection or enforcement of any Loan (other than any routine foreclosure or similar collection procedure) ), without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself Loan Parties and the related Lenders, the Administrative Collateral Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge grant by the Loan Parties to the Collateral Agent for the benefit of the Transferred Loans to the LenderSecured Parties, each Hedge Counterparty, and of a security interest in the Collateral Custodian, in the determination that at all times ranks senior to any other creditor of the ServicerLoan Parties (subject to Permitted Liens), to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator Seller could have done if it had continued to own such Loan; providedCollateral. Each of the Loan Parties and the Collateral Agent, howeveron behalf of the Secured Parties, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing management and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure permit the collectibility collectability of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, Secured Party or the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower any Loan Party a party to any litigation (other than any routine foreclosure or similar collection procedure) without the prior written consent of the Administrative Agent’s consent. Notwithstanding the foregoing, the Servicer shall act solely on behalf of the Loan Parties as an independent contractor for the sole purpose of providing the services described herein.

Authorization of the Servicer. (a) Each of the Borrower, each Managing the Administrative Agent, on behalf of itself and the related Lenderseach Lender Agent, the Administrative Agent and each Hedge Counterparty Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name (or in the name of a Portfolio Subsidiary with respect to any REO Asset) and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge of the Transferred Loans Collateral by the Borrower to the LenderCollateral Agent, each Hedge Counterparty, and the Collateral Custodian, in the determination on behalf of the ServicerSecured Parties, hereunder, to collect all amounts due under any and all Transferred LoansCollateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Collateral and, after the delinquency of any Transferred Loan Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to USActive 57833767.7 enforcing payment thereof, to the same extent as the Originator Servicer could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderCollateral. The Borrower and the Collateral Agent, on behalf of the Secured Parties, shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility collectability of the Transferred LoansCollateral. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge CounterpartySecured Parties, the Collateral Custodian or Custodian, the Collateral Agent, the Administrative Agent or the Lender Agents a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty The Servicer is hereby authorizes the Servicer (including any successor thereto) authorized to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent consistent with the ownership [of or beneficial interest in, as applicable] the [Loans] [Receivables Assets] by the Issuer and pledge of [the Transferred Loans Loans] [[the] Receivables Assets] to the Lender, each Hedge Counterparty, and Indenture Trustee under the Collateral CustodianIndenture, in the determination of the Servicer, to (a) [remarket, or arrange for the remarketing of Equipment and take all other action thereto (including the refurbishment and sale or release thereof), (b)] collect all amounts due under any and all Transferred the [Loans] [Receivables Assets], including, without limitation, including endorsing any of their names its name on checks and other instruments representing CollectionsAvailable Amounts on the [Loans] [Receivables Assets], executing and delivering any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Transferred Loans and[Loans] [Receivables Assets], and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and [(c)] after the delinquency of any Transferred Loan [Loans] [Receivables] become delinquent and to the extent permitted under and in compliance with Applicable Lawapplicable law and regulations, to (i) commence proceedings with respect to enforcing the enforcement of payment thereofof the [Loans] [Receivables and the related Receivables Assets], to (ii) adjust, settle or compromise any payments due thereunder, and (iii) initiate proceedings against any Collateral securing the same extent as obligations due under any such [Loans] [Receivables and the Originator could have done if it had continued to own such Loanrelated Receivables Assets], in each case, consistent with the Credit and Collection Policies; provided, howeverthat, with respect to clause [(b)] [and] [(c)] above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a [Loan] [Receivable] if such modification has a Material Adverse Effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Class C Maturity Date. Upon the request of an Obligor, and consistent with the Credit and Collection Policies, the Servicer, on behalf of the Issuer, shall permit such Obligor to terminate a Contract; provided, that the Obligor shall have paid the Termination Value, of which the portion attributable to the remaining payments for a Contract (as calculated by the Servicer) shall constitute and be treated as Available Amounts in respect of the related [Loan] [Receivable]. If the Servicer shall commence a legal proceeding to enforce a [Loan] [Receivable], the Issuer (in the case of a [Loan] [Receivable] other than a [Purchased] [Removed] [Loan] [Receivable]) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such [Loan] [Receivable] [or, in the case of a SUBI Receivable, a beneficial interest in such SUBI Receivable] to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not execute any document enforce a [Loan] [Receivable] on the ground that it shall not be a real party in interest or a holder entitled to enforce such [Loan] [Receivable], then, the Managing Member shall take steps to enforce such [Loan] [Receivable], including bringing suit in the name ofof the Issuer [or the Titling Trust, or which imposes any direct obligation on, any Lenderas applicable]. The Borrower Issuer shall furnish (or cause to be furnished) the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing servicing[, equipment management] and administrative duties hereunder, and the Issuer shall cooperate with assist the Servicer to the fullest extent in order required and possible, to ensure enable the collectibility of Servicer to collect the Transferred [Loans] [Receivables and the other Receivables Assets] and otherwise discharge its duties hereunder. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian Issuer [or the Administrative Agent Titling Trust, as applicable] a party to any litigation without such partythe Issuer’s [or the Titling Trust’s] express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related LendersSeller, the Administrative Agent Agent, each Purchaser Agent, each Purchaser and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Transferred Loans Assets in the Asset Pool to the Lender, each applicable Purchaser and the Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred LoansAssets, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans Assets and, after the delinquency of any Transferred Loan Assets and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any LenderAssets. The Borrower Originator, the Seller and the Administrative Agent on behalf of the Secured Parties and each Hedge Counterparty shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred LoansAssets. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing AgentSecured Parties, any Hedge Counterparty, the Collateral Custodian or Custodian, the Administrative Agent or the Purchaser Agents a party to any litigation without such party’s 's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s 's and each Purchaser Agent's consent.