Common use of Appointment of the Servicer Clause in Contracts

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on WESCO’s agreement to act as Servicer hereunder. Accordingly, WESCO agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO BrightView (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO BrightView is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO BrightView or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO BrightView agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO BrightView shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO BrightView acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOBrightView’s agreement to act as Servicer hereunder. Accordingly, WESCO BrightView agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Arch Sales (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO Arch Sales is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or and shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Arch Sales or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Arch Sales agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Arch Sales shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Arch Sales acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers have relied on WESCO’s Arch Sales’ agreement to act as Servicer hereunder. Accordingly, WESCO Arch Sales agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrator and the Purchasers. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofthe Transferor, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Triumph (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Triumph is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Triumph or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause paragraph (a), WESCO Triumph agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Triumph shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer In connection with such cooperation, Triumph shall, upon request by the Administrator: (i) assemble all of related the records (including all Contracts) necessary or desirable to collect the Pool Receivables and the Related Security and transfer such records to the successor Servicer, (ii) transfer or license to the successor Servicer the use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Purchasers), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) WESCO Triumph acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOTriumph’s agreement to act as Servicer hereunder. Accordingly, WESCO Triumph agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree have agreed in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each member of each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofof Triumph, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. (e) At any time following the occurrence and during the continuation of a Termination Event, the Administrator may request the Servicer to, and upon such request the Servicer shall: (i) assemble all of the records reasonably necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer, except to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Purchasers), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Xxxxx (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Xxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) terminate Xxxxx as Servicer and designate as Servicer any Person (including itself) to succeed WESCO Xxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (aSection 4.1(a), WESCO Xxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxx acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOKelly’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxx agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, ) and (v) the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 4.1(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party servicer provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO (in accordance with Xxxx to the extent permitted by this Section 4.1) 8.01 of the designation of a new Servicer, WESCO Xxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Xxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxx acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOOlin’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any other Originator or third-party subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement Sub-Servicer upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement termination to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Xxxxxx (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Xxxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority Purchasers) Group Agents), designate as Servicer any Person (including itself) the Parent or an Affiliate thereof to succeed WESCO Xxxxxx or any successor Servicer, on the condition in each case that any the Parent or such Person so designated Affiliate shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records related records (including all Contracts) to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxxx acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCO’s Xxxxxx’x agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may, and hereby does, delegate its duties and obligations hereunder to each Originator as subservicer with respect to the Receivables generated by such Originator or, solely with respect to a GDS Receivable, to GDS, and may further delegate its duties and obligations hereunder to any other subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iiiii) the Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iviii) the terms of any agreement with any if such Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination is not an Affiliate of the Servicer hereunder by giving notice of its desire to terminate such agreement to Parent, (A) the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegationdelegation and (B) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO TXU (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO TXU is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon During the occurrence continuance of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (and at the direction of the Majority PurchasersPurchaser Agents, shall) designate as Servicer any Person (including itself) to succeed WESCO TXU or any successor ServicerServicer except for any Person that is a direct competitor of TXU, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO TXU agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO TXU shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transfer of transferring related records (including all Contracts) and permitting use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, in each case unless prohibited by law or any contract relating to any such license, hardware or software. (c) WESCO TXU acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, each Purchaser Agent and each Purchaser Group have relied on WESCOTXU’s agreement to act as Servicer hereunder. Accordingly, WESCO TXU agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation: delegation (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, ; (iiiii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance; (iii) unless such Sub-Servicer is a Utility that is providing invoicing services to an Originator, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement shall terminate upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any ) and (iv) unless such delegation Sub-Servicer is to any Person other than an Originator or a Utility that is providing invoicing services to an Affiliate thereofOriginator, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 4.1(d) shall not apply to any Payment Processor, any third party collection agency collecting Defaulted Receivables or any other third party service provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (Lyondell Chemical in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Lyondell Chemical is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or and shall (at the direction of the Majority PurchasersPurchaser Agents) designate as the Servicer any Person (including itself) to succeed WESCO Lyondell Chemical or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)Section 4.1(a) above, WESCO Lyondell Chemical agrees that it will terminate its activities as the Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Lyondell Chemical shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Lyondell Chemical acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers have relied on WESCOLyondell Chemical’s agreement to act as the Servicer hereunder. Accordingly, WESCO Lyondell Chemical agrees that it will not voluntarily resign as Servicerthe Servicer without the prior written consent of the Administrator and each Purchaser Agent; provided that Lyondell Chemical may transfer all of its rights and obligations under this Agreement in accordance with Section 4.1(e). (d) The Servicer may delegate its duties and obligations hereunder under this Agreement to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereofof this Agreement, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an another Affiliate thereofof the Parent, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. (e) At any time and from time to time when no Termination Event or Unmatured Termination Event exists, the Servicer may, with the consent of the Seller and each Originator, transfer all of its rights and obligations under this Agreement and each of the other Transaction Documents to another wholly-owned Subsidiary of the Parent, upon the satisfaction of each of the following conditions (collectively, the “Servicer Replacement Conditions”): (i) receipt of 30 days’ prior written notice thereof by the Administrator and each Purchaser Agent, (ii) prior written consent to such replacement by the Administrator and the Majority Purchaser Agents, (iii) delivery to the Administrator and each Purchaser Agent of opinions of counsel to the replacement Servicer and the Parent covering corporate and enforceability matters and that are addressed, and in form and substance reasonably satisfactory, to the Administrator, the Purchasers and each Purchaser Agent, (iv) delivery to the Administrator and each Purchaser Agent of a replacement Performance Undertaking by the Parent with respect to the obligations of the replacement Servicer under the Transaction Documents, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, (v) each of the representations and warranties made by the Servicer under each of the Transaction Documents shall be true and correct with respect to the replacement Servicer after giving effect to such replacement and (vi) receipt by the Administrator and each Purchaser Agent of such additional documents and information reasonably requested by such Person concerning the replacement Servicer. Any such assignee shall be the “Servicer” for all purposes under this Agreement and each of the other Transaction Documents from and after the date of the transferee’s written acceptance of such transfer of rights and obligations, which acceptance shall be in form and substance reasonably satisfactory to the Administrator and the Majority Purchaser Agents. Upon such transfer, the previous Servicer shall transfer to the new Servicer all its documents and rights as the Servicer and will be released from any liability for actions or inactions of the Servicer taken thereafter; provided, that notwithstanding such transfer, the Servicer shall remain liable under the Transaction Documents for any breach, indemnity or other obligation owing by the Servicer under any Transaction Document that occurred or accrued at any time prior to the effectiveness of such assignment of its rights and obligations under the Transaction Documents to the replacement Servicer.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO DCP (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO DCP is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO DCP or any successor Servicer, on the condition in each case that any such Person so designated shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall be entitled to payment of all Servicing Fees and reimbursable expenses accrued prior to the date of such termination. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO DCP agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO DCP shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software reasonably necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO DCP acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCODCP’s agreement to act as Servicer hereunder. Accordingly, WESCO DCP agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof DCP, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 9.01(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party service provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Consol (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Consol is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO Consol or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Consol agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Consol shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Consol acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOConsol’s agreement to act as Servicer hereunder. Accordingly, WESCO Consol agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent and each Purchaser Group Credit Party shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO Xxxxxxx (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Xxxxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Xxxxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxxxx acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCO’s Xxxxxxx’x agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Alliance (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Alliance is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default and during its continuance, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO Alliance or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Alliance agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Alliance shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including copies of all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Alliance acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Credit Party have relied on WESCOAlliance’s agreement to act as Servicer hereunder. Accordingly, WESCO Alliance agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder hereunder, in whole or part, to any subservicer one or more subservicers (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, and each Purchaser Group Credit Party shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO Evoqua Water Technologies LLC (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Evoqua Water Technologies LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Evoqua Water Technologies LLC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Evoqua Water Technologies LLC agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Evoqua Water Technologies LLC shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Evoqua Water Technologies LLC acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOEvoqua Water Technologies LLC’s agreement to act as Servicer hereunder. Accordingly, WESCO Evoqua Water Technologies LLC agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator and Administrative Agent, each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof Evoqua, the Administrator and the Majority Purchasers Administrative Agent shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO Holdings (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Holdings is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO Holdings or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Holdings agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Holdings shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Holdings acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCO’s Holdings’ agreement to act as Servicer hereunder. Accordingly, WESCO Holdings agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Cxxxxx Tire (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Cxxxxx Tire is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Cxxxxx Tire or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Cxxxxx Tire agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Cxxxxx Tire shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Cxxxxx Tire acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOCxxxxx Tire’s agreement to act as Servicer hereunder. Accordingly, WESCO Cxxxxx Tire agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Targa (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Targa is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) terminate Targa as Servicer and designate as Servicer any Person (including itself) to succeed WESCO Targa or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (aSection 4.1(a), WESCO Targa agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Targa shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Targa acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOTarga’s agreement to act as Servicer hereunder. Accordingly, WESCO Targa agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement shall terminate upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, ) and (v) the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 4.1(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party servicer provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Peabody (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO Peabody is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Peabody or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Peabody agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Peabody shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Peabody acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Purchasers have relied on WESCOPeabody’s agreement to act as Servicer hereunder. Accordingly, WESCO Peabody agrees that it will not voluntarily resign as Servicer. (d) The Servicer may and hereby does delegate its duties and obligations hereunder to any subservicer (each a “the Sub-Servicer”)Servicers; provided, that, in each such delegation: (i) each such Sub-Servicer shall and hereby does agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall and hereby do provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofany Person party hereto as a “Sub-Servicer”, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation; provided, further, any Australian Sub-Servicer will not have any duty or obligation with respect to any U.S. Originator Receivable.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO PG&E is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of an Event of Default or a Termination Event, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itselfi) to succeed WESCO require that PG&E (or any successor Servicer, on if applicable) seek the condition in each case that any consent, to the extent required by Applicable Law, of the CPUC to the replacement of PG&E or such successor Servicer as Servicer hereunder with such Person so as may be designated by the Administrative Agent (with the consent or at the direction of the Majority Group Agents) (such proposed successor being the “Proposed Successor Servicer”) and (ii) upon the receipt of such consent (or immediately if no such consent is required by Applicable Law) terminate PG&E or such successor Servicer as Servicer hereunder and designate as Servicer the Proposed Successor Servicer. Unless and until replaced as Servicer, (i) PG&E shall agree to perform be and remain primarily liable for the full and prompt performance of all duties and obligations responsibilities of the Servicer pursuant hereunder and (ii) the Administrative Agent, each Group Agent and each Lender shall be entitled to deal with PG&E in matters related to the terms hereofdischarge by the Servicer of its duties and responsibilities hereunder. (b) Upon the designation any replacement of a Servicer with a successor Servicer as set forth in clause (a)) above, WESCO the exiting Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO such exiting Servicer shall cooperate with and assist such new ServicerServicer to the extent such cooperation or assistance is not prohibited by the CPUC or any other Governmental Authority. Such Subject to the preceding sentence, such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO PG&E acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOPG&E’s agreement to act as Servicer hereunder. Accordingly, WESCO PG&E agrees that it will not not, except as may be required by the CPUC or any other Governmental Authority, voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegationdelegation and (vi) such delegation and the related Sub-Servicer shall be in compliance with all requirements of the CPUC and any other applicable Governmental Authority.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until and unless the Administrator gives notice to WESCO UGI upon the occurrence of a Termination Event (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO UGI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO UGI or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO UGI agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO UGI shall cooperate with and assist such new Servicer. Such cooperation shall include reasonable access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO UGI acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Issuer have relied on WESCOUGI’s agreement to act as Servicer hereunder. Accordingly, WESCO UGI agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group the Issuer shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofthe Originator, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation; provided, further, that the requirements set forth in clauses (i) and (iv) of the first proviso shall not apply to any Sub-Servicer that is a utility providing billing and collection services to the Servicer where amounts owed on the Receivables are included in the invoice that such utility sends to its customers.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) Xxxxx Corning Sales of the designation of a new ServicerServicer during the continuation of a Servicer Default, WESCO Xxxxx Corning Sales is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon During the occurrence continuation of a Termination EventServicer Default, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or and shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Xxxxx Corning Sales or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Xxxxx Corning Sales agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxx Corning Sales shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxx Corning Sales acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers have relied on WESCO’s Xxxxx Corning Sales’ agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxx Corning Sales agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrator and the Purchasers. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: delegation (other than any delegation consistent with past practices to a collection agency to service Pool Receivables that are Defaulted Receivables that are not owing by the ten largest Obligors at the time of delegation computed based upon the Outstanding Balance of Pool Receivables at such time (unless the Majority Purchaser Agents have consented in writing to such delegation with respect to any of such ten Obligors)): (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the each Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO the Servicer (in accordance with this Section 4.1) of the designation of a new Servicerservicer, WESCO CB is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant with respect to all Pool Receivables that were originated by an Originator in accordance with the terms hereof. Upon the occurrence of a Termination EventServicer Default, the Administrator may (with the consent of the Majority PurchasersGroup Agents) or shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO the Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the a Servicer pursuant to the terms hereof. (b) Upon the designation of a any successor Servicer as set forth in clause paragraph (a), WESCO the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO the Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer In connection with such cooperation, the Servicer shall, upon request by the Administrator: (i) assemble all of related the records (including all Contracts) reasonably necessary or desirable to collect the Pool Receivables and the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor Servicer the use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) WESCO The Servicer acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator and each Purchaser member in each Group have relied on WESCOthe Servicer’s agreement to act as Servicer hereunder. Accordingly, WESCO the Servicer agrees that it will not voluntarily resign as Servicer unless required to do so by applicable law; provided that the Servicer may, with the prior written consent of the Administrator and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of the Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, the Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and the successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer sub-servicer (each a “Sub-Servicer”); provided, that, provided that in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of the Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an any Originator or an Affiliate thereof, the Administrator and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegationdelegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that the Servicer may delegate the following duties and obligations to a Sub- Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production support. (e) At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request the Servicer to, and upon such request the Servicer shall: (i) solely to the extent that such event is also a Servicer Default, assemble all of the records reasonably necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer, except to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making the Servicer liable for any obligations of the Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by the Servicer in respect of the performance by the Borrower of its obligations under this Agreement or the other Transaction Documents.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO VWR (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO VWR is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) terminate VWR as Servicer and designate as Servicer any Person (including itself) to succeed WESCO VWR or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (aSection 4.1(a), WESCO VWR agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO VWR shall reasonably cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software (or the obtaining of new hardware or software) reasonably necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO VWR acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOVWR’s agreement to act as Servicer hereunder. Accordingly, WESCO VWR agrees that it will not voluntarily resign as ServicerServicer except upon the determination that the performance of its duties under this Agreement and the other Transaction Documents is no longer permissible under applicable law. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof VWR, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegationdelegation (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, this Section 4.1(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party servicer provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Media LLC (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Media LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuance of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Media LLC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Media LLC agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Media LLC shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Media LLC acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOMedia LLC’s agreement to act as Servicer hereunder. Accordingly, WESCO Media LLC agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the each Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or an Affiliate thereofnot a Subsidiary of the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO NuStar (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO NuStar is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO NuStar or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO NuStar agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO NuStar shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO NuStar acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCONuStar’s agreement to act as Servicer hereunder. Accordingly, WESCO NuStar agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO FleetCor (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO FleetCor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO FleetCor or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO FleetCor agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO FleetCor shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO FleetCor acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOFleetCor’s agreement to act as Servicer hereunder. Accordingly, WESCO FleetCor agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer (other than Chevron) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily solely liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performanceperformance and Chevron shall have no obligation hereunder to the Seller, any Purchaser Group, the Purchaser Agents or the Administrator with respect to Chevron’s services to FleetCor or the Servicer, whether as Sub-Servicer or otherwise, and (iv) the terms of any agreement with any Sub-Servicer (other than Chevron, as Sub-Servicer of the Chevron Receivables under the Chevron Transition Agreement) shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation; provided, further, that, solely with respect to the Chevron Receivables under the Chevron Transition Agreement, the Servicer shall have designated Chevron as Sub-Servicer, and by their execution and delivery hereof, the Majority Purchaser Agents have consented to such designation, and Chevron shall have agreed to act in such capacity pursuant to and in accordance with the terms and provisions of the Chevron Transition Agreement; it being understood that Chevron’s obligations with respect to this Agreement shall be governed solely by the Chevron Transition Agreement.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Sylvamo North America (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Sylvamo North America is hereby designated as, and hereby xxxxxx agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and continuance of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO Xxxxxxx North America or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxxx North America agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Sylvamo North America shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use of commercially reasonable efforts to allow the use, subject to the terms of such license, by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Sylvamo North America acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOSylvamo North America’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxxx North America agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and the Majority Lenders, except upon determination that (i) performance of its duties hereunder is no longer permissible under Applicable Law and (ii) there is no commercially reasonable action which it could take to make such performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an opinion of a nationally recognized external counsel to the Servicer and as to clause (ii) above by an officer’s certificate of a Financial Officer of the Servicer, each to such effect delivered, and reasonably satisfactory in form and substance, to the Administrative Agent. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer sub-servicer (each a “Sub-Servicer”), including to any Originator; provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegationdelegation (such consent not to be unreasonably withheld, conditioned or delayed).

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO EMO (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO EMO is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO EMO or any successor Servicer, on the condition in each case that any such Person so designated shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall be entitled to payment of all Servicing Fees and reimbursable expenses accrued prior to the date of such termination. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO EMO agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO EMO shall cooperate with and assist such new Servicer. Such To the extent permitted by Applicable Law, such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software reasonably necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO EMO acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOEMO’s agreement to act as Servicer hereunder. Accordingly, WESCO EMO agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders, except upon the determination that (i) the performance of its duties hereunder is no longer permissible under Applicable Law and (ii) there is no reasonable action which such Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegationdelegation (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, this Section 9.01(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party service provider assisting in the servicing of Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Hill-Rom (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Hill-Rom is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Hill-Rom or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Hill-Rom agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Hill-Rom shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Hill-Rom acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOHill-Rom’s agreement to act as Servicer hereunder. Accordingly, WESCO Hill-Rom agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or an Affiliate thereofnot a Subsidiary of the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Media LLC (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Media LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuance of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Media LLC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Media LLC agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Media LLC shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Media LLC acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOMedia LLC’s agreement to act as Servicer hereunder. Accordingly, WESCO Media LLC agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or an Affiliate thereofnot a Subsidiary of the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO Centric (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Centric is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority Purchasers) or and shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Centric or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Centric agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Centric shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Centric acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group have relied on WESCOCentric’s agreement to act as Servicer hereunder. Accordingly, WESCO Centric agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Purchasers. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator not CIT or an Affiliate thereofof Parent, the Administrator Administrative Agent and the Majority Purchasers shall have consented in writing in advance to such delegation. (e) Notwithstanding anything else contained in this Agreement or any other Transaction Document: (i) the Servicer or any Sub-Servicer shall not (and shall have no authority to) contract for, or conclude contracts in the name of, the Seller, the Administrative Agent or any other Secured Party in connection with any Receivables (including, without limitation, compromising or modifying the Receivables) in Canada; (ii) to the extent any duties or obligations of the Servicer involve or require the Servicer to contract for, or conclude a contract in the name of the Seller, the Administrative Agent or any other Secured Party, such servicing responsibility shall be fulfilled solely by an affiliate of the Servicer that is not resident in Canada and does not have a permanent establishment in Canada for purposes of the Income Tax Act (Canada) (and not by the Servicer) and such affiliate is authorized to take such action, but only from a place of business outside of Canada, and to the extent that any duties or obligations of any Sub-Servicer involve or require the Sub-Servicer to contract for, or conclude a contract in the name of the Seller, the Administrative Agent or any other Secured Party, such servicing responsibilities shall be fulfilled only from a place of business outside of Canada; and (iii) Servicer shall not, directly or indirectly, assign, delegate or subcontract any servicing responsibility under this Agreement to any person which is resident in Canada or has a permanent establishment in Canada for purposes of the Income Tax Act (Canada), except upon written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Seller or the Administrative Agent, and in any event, any such assignee, delegate or sub-contractor may only carry out any servicing responsibility that involves or requires the assignee, delegate or sub-contractor to contract for, or conclude a contract in the name of the Seller, the Administrative Agent or any other Secured Party from a place of business outside Canada and shall not, in any manner whatsoever, carry out any such assigned, delegated or sub-contracted responsibility in Canada.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Cloud Peak (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Cloud Peak is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Cloud Peak or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Cloud Peak agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Cloud Peak shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Cloud Peak acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCO’s Cloud Peak agreement to act as Servicer hereunder. Accordingly, WESCO Cloud Peak agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof Cloud Peak, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Agent gives notice to WESCO Audacy Operations (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Audacy Operations is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Agent may (with the consent of the Majority PurchasersInvestors) or and shall (at the direction of the Majority PurchasersInvestors) designate as Servicer any Person (including itself) to succeed WESCO Xxxxxx Operations or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxx Operations agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Audacy Operations shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Audacy Operations acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Agent and each Purchaser Group Investor have relied on WESCOAudacy Operations’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxx Operations agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Agent and the Majority Investors. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Agent and each Purchaser Group Investor shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof Audacy Operations, the Administrator Agent and the Majority Purchasers Investors shall have consented in writing in advance to such delegation. For avoidance of doubt, (i) the Administrator shall be deemed a Sub-Servicer and the Agent and the Investors hereby consent to the Administrator’s appointment as Sub-Servicer, and (ii) the existence of the Administration Agreement shall not limit or diminish the obligations of the Servicer under this Agreement or the Sale Agreements.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Sponsor (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Sponsor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Sponsor or any successor Servicer, on the condition in each case that any such Person so designated shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Sponsor agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Sponsor shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Sponsor acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOSponsor’s agreement to act as Servicer hereunder. Accordingly, WESCO Sponsor agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Group Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Performance Guarantor, the Administrator and the Majority Purchasers Administrative Agent shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until and unless the Administrator gives notice to WESCO CONSOL Energy upon the occurrence of a Termination Event (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO CONSOL Energy is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO CONSOL Energy or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereofhereof and shall (i) covenant, for the benefit of the Seller and its affiliates, that it (and any Person other than the Seller or any of its affiliates) with whom it contracts for the performance of all or a portion of its duties as Servicer hereunder) shall comply with all tax withholding and information reporting obligations imposed in connection with any payments that it (or such Person) makes or controls the making of in connection with its activities as the Servicer and (ii) agree to indemnify Seller and its affiliates for any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever arising as a result of a breach of such covenant; provided, however, that no obligation to indemnify shall arise hereunder for any failure to comply that is directly or indirectly attributable to any act or omission by the Seller or any affiliate thereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO CONSOL Energy agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO CONSOL Energy shall cooperate with and assist such new Servicer. Such cooperation shall include reasonable access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses or the obtaining of new licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO CONSOL Energy acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Conduit Purchasers have relied on WESCOCONSOL Energy’s agreement to act as Servicer hereunder. Accordingly, WESCO CONSOL Energy agrees that it will not voluntarily resign as Servicer. (d) The Servicer may and hereby does delegate its duties and obligations hereunder to any subservicer each of the Originators (each a “Sub-Servicer” and collectively, the “Sub-Servicers”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree hereby agrees in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group the Conduit Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofany Originator, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) of Servicing Transfer Date, the designation of a new Servicer, WESCO Initial Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. . (b) Upon the occurrence of a Termination Eventthe Servicing Transfer Date, unless the Administrator may Administrative Agent (with the consent of the Majority Purchasers) Required Lenders or shall (at the direction of the Majority PurchasersRequired Lenders) designate designates as Servicer any other Person (including itself) to succeed WESCO or any successor the Initial Servicer, on the condition in each case that any such Person so designated Back-up Servicer or a Designated Sub-Agent shall agree to perform succeed the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Initial Servicer as set forth in clause (a), WESCO Servicer and the Initial Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Successor Servicer, and WESCO Initial Servicer shall cooperate with and assist such new Successor Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Successor Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. All reasonable and documented Servicing Transition Expenses shall be paid by the Initial Servicer within five Business Days’ of its presentment therewith. In no event shall the Back-up Servicer, if it becomes the Successor Servicer, be responsible for any Servicing Transition Expenses. If the Initial Servicer fails to pay the Servicing Transition Expenses, the Servicing Transition Expenses shall be payable pursuant to Section 3.01. The Back-up Servicer may delegate its duties and obligations hereunder to any Sub-Servicer or Designated Sub-Agent in accordance with and subject to the terms of the Back-up Servicing Agreement. (c) WESCO Initial Servicer acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group other Credit Party have relied on WESCOInitial Servicer’s agreement to act as Servicer hereunder. Accordingly, WESCO Initial Servicer agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Required Lenders. (d) The Initial Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegationdelegation that does not involve an Originator being designated as a Sub-Servicer under a Purchase and Sale Agreement: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Initial Servicer pursuant to the terms hereof, (ii) the Initial Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Lender shall have the right to look solely to the Initial Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may (or at the direction of the Required Lenders, shall) terminate such agreement upon the termination of the an Initial Servicer Default hereunder by giving notice of its desire to terminate such agreement to the Initial Servicer (and the Initial Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, ) and (v) the Administrator Administrative Agent and the Majority Purchasers Required Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO CSCDXC (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO CSCDXC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO CSCDXC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO CSCDXC agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO CSCDXC shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. . The Servicer shall not be required, to the extent it has an ownership interest in any hardware, software or licenses, to transfer, assign, set-over or otherwise convey such ownership interests to the Administrative Agent. In recognition of the Servicer’s need to have access to any records that may be transferred to the Administrative Agent (c) WESCO acknowledges thator its designee), in making their decision to execute and deliver this Agreementwhether as a result of its continuing responsibility as a servicer of accounts receivable that are not sold under the Transaction Documents or otherwise, the Administrator and each Purchaser Group have relied on WESCOAdministrative Agent (or its designee) shall provide to the Servicer reasonable access to such records in connection with any activity arising in the ordinary course of the Servicer’s agreement to act as Servicer hereunder. Accordingly, WESCO agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”)business; provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) that the Servicer shall remain primarily liable for not disrupt or otherwise interfere with the performance Administrative Agent’s (or its designee’s) use of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance access to such delegationrecords.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Swift (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Xxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) terminate Swift as Servicer and designate as Servicer any Person (including itself) to succeed WESCO Xxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (aSection 4.1(a), WESCO Xxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxx acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOXxxxx’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxx agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, ) and (v) the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 4.1(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party servicer provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Worthington (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Worthington is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Worthington or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Worthington agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Worthington shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Worthington acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on WESCOWorthington’s agreement to act as Servicer hereunder. Accordingly, WESCO Worthington agrees that it will not voluntarily resign as ServicerServicer without the consent of the Majority Purchasers. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator or the Seller gives notice to WESCO Airgas (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Airgas is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon The Seller may at any time (with the consent of the Administrator) or, upon the occurrence of a Termination Event, the Administrator may (with the consent of the Simple Majority of the Purchasers) or shall (at the direction of the Simple Majority of the Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Airgas or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Airgas agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Airgas shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Airgas acknowledges that, in making their decision to execute and deliver this Agreement, each of the Administrator and each member of each Purchaser Group have has relied on WESCOAirgas’s agreement to act as Servicer hereunder. Accordingly, WESCO Airgas agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each member of each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO O&M Medical (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO O&M Medical is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO O&M Medical or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO O&M Medical agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO O&M Medical shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO O&M Medical acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOO&M Medical’s agreement to act as Servicer hereunder. Accordingly, WESCO O&M Medical agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO First Data (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO First Data is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO First Data or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO First Data agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO First Data shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records related records (including all Contracts) to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO First Data acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOFirst Data’s agreement to act as Servicer hereunder. Accordingly, WESCO First Data agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof First Data, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO GDI (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO GDI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO GDI or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO GDI agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO GDI shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO GDI acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOGDI’s agreement to act as Servicer hereunder. Accordingly, WESCO GDI agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Mallinckrodt is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority Purchasers) or and shall (at the direction of the Majority Purchasers) remove Mallinckrodt as Servicer and designate as Servicer any Person (including itself) to succeed WESCO Mallinckrodt or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Mallinckrodt agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Mallinckrodt shall cooperate with and assist such new ServicerServicer in such transition. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO acknowledges thatMallinckrodt may resign as Servicer or assign its obligations as Servicer upon thirty (30) days prior written notice to the Issuer and the Administrative Agent; provided that no such resignation or assignment shall be effective unless and until (i) a successor Servicer is appointed and shall have accepted such appointment in a writing reasonably satisfactory to the Administrative Agent, (ii) unless such assignment is to an Affiliate of Mallinckrodt, such successor Servicer shall be acceptable to the Administrative Agent and the Majority Purchasers in making their decision sole and absolute discretion, (iii) counsel to execute and deliver this Agreement, such successor Servicer shall have delivered to the Administrator Administrative Agent and each Purchaser Group an opinion of counsel, in form and substance satisfactory to the Administrative Agent, as to certain corporate and enforceability matters reasonably requested by the Administrative Agent and (iv) the Parent shall have relied on WESCOconsented to such assignment and acknowledged and agreed that such successor Servicer’s agreement to act as Servicer hereunder. Accordingly, WESCO agrees that it will not voluntarily resign as Servicerobligations under this Agreement and each of the other Transaction Documents shall constitute “Guaranteed Obligations” for purposes of the Performance Guaranty. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerIssuer, the Administrator Administrative Agent, each Purchaser and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Swift (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Swift is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) terminate Swift as Servicer and designate as Servicer any Person (including itself) to succeed WESCO Swift or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (aSection 4.1(a), WESCO Swift agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Swift shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Swift acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOSwift’s agreement to act as Servicer hereunder. Accordingly, WESCO Swift agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, ) and (v) the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 4.1(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party servicer provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Rackspace US (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Rackspace US is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Rackspace US or any successor Servicer, on the condition in each case that any such Person so designated shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall be entitled to payment of all Servicing Fees and reimbursable expenses accrued prior to the date of such termination. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Rackspace US agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Rackspace US shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software reasonably necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Rackspace US acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCORackspace US’s agreement to act as Servicer hereunder. Accordingly, WESCO Rackspace US agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents, unless Rackspace US determines based on an opinion of counsel that it is prohibited by Applicable Law from performing its duties as Servicer hereunder. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iiiii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iviii) the terms of any agreement with any such Sub-Servicer Servicer’s right to subservice shall provide that the Administrator may immediately terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each unless such Sub-Servicer); providedServicer is only servicing Receivables that have been, howeverconsistent with past practices, that been written off as uncollectible, in which case such subservicing is not required to immediately terminate) and (iv) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof Rackspace US, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegationdelegation (unless such Sub-Servicer is only servicing Receivables that have been, consistent with past practices, been written off as uncollectible, in which case such consent is not required).

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO FleetCor (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO FleetCor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO FleetCor or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the material collection, servicing and administrative duties and obligations (other than indemnities and similar obligations) of the Servicer with respect to the Pool Receivables and Collections pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO FleetCor agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO FleetCor shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO FleetCor acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOFleetCor’s agreement to act as Servicer hereunder. Accordingly, WESCO FleetCor agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily solely liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator, a Sub-Originator or an Affiliate thereof, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time agrees to time act as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO is hereby designated as, and hereby agrees to perform the all servicing duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant under this Agreement subject to the terms hereof. (b) The Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and the Certificate Insurer and shall have full power and authority, acting alone or through one or more Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer, in its own name or the name of a Subservicer, may, and is hereby authorized and empowered by the Trustee to, execute and deliver, on behalf of itself, the Certificateholders and the Trustee or any of them, 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 Mortgage Loans, the insurance policies and accounts related thereto and the properties subject to the Mortgages. Upon the designation execution and delivery of a successor this Agreement, and from time to time as may be required thereafter, the Trustee shall furnish the Servicer or its Subservicers with any powers of attorney and such other documents as set forth in clause (a)may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In servicing and administering the Mortgage Loans, WESCO agrees that it will terminate its activities as the Servicer hereunder shall employ procedures consistent with Accepted Servicing Practices and in a manner that the Administrator determines will facilitate the transition of the performance of such activities consistent with recovery under any insurance policy required to the new Servicer, and WESCO shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use be maintained by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on WESCO’s agreement to act as Servicer hereunder. Accordingly, WESCO agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to this Agreement. The Servicer shall make any Mortgage Interest Rate adjustments on each Interest Adjustment Date in compliance with applicable regulatory adjustable mortgage loan requirements and the terms hereofMortgage Notes. The Servicer shall establish procedures to monitor the Interest Adjustment Dates in order to assure that it uses a published interest rate in determining an interest rate change, (ii) and it will comply with those procedures. In the event a published interest rate is no longer available, the Servicer shall remain primarily liable for choose a new comparable published interest rate in accordance with the performance provisions hereof, of the duties applicable Mortgage Note and obligations so delegatedof Accepted Servicing Practices, (iii) and shall provide the SellerMortgagor, the Administrator Trustee and each Purchaser Group the Certificate Insurer with notice of the new published interest rate sufficient under law and the Mortgage Note. The Servicer shall have execute and deliver all appropriate notices required by the right to look solely to applicable adjustable mortgage loan laws and regulations and the Mortgage Loan Documents regarding such Mortgage Interest Rate adjustments. If the Servicer for performance, and (iv) fails to make a timely Mortgage Interest Rate adjustment in accordance with the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and related Mortgage Notes, the Servicer shall provide appropriate notice use its own funds to each satisfy any shortage in the Mortgagor's remittance so long as such Sub-Servicer)shortage shall continue; any such amount paid by the Servicer shall be reimbursable to it from any subsequent amounts collected on account of the related Mortgage Loan with respect to such adjustments. Costs incurred by the Servicer in effectuating the timely payment of taxes and assessments on the property securing a Mortgage Note and foreclosure costs may be added by the Servicer to the amount owing under such Mortgage Note where the terms of such Mortgage Note so permit; provided, however, that if the addition of any such delegation is cost shall not be taken into account for purposes of calculating the principal amount of the Mortgage Note and the Mortgage Loan secured by the Mortgage Note or distributions to be made to Certificateholders. Such costs shall be recoverable by the Servicer pursuant to Section 5.4. Notwithstanding any Person other than an Originator or an Affiliate thereofprovision of this Agreement, the Administrator Servicer shall at all times service the Mortgage Loans in a manner consistent with the provisions of Sections 5.1(b) and 5.1(c). (c) It is intended that the _____ REMIC formed hereunder shall constitute, and that the affairs of the REMIC _____ shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" ("REMIC") as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not take any action or omit to take any action reasonably within the Servicer's control and the Majority Purchasers scope of its duties more specifically set forth herein that would (i) result in a taxable event to the Holders of the Certificates or endanger the REMIC status of the _____ REMIC or (ii) result in the imposition on the _____ REMIC or the Trust Fund of a tax on "prohibited transactions" (either clause (i) or (ii) shall be an "Adverse REMIC Event.") The Servicer shall not take any action or fail to take any action (whether or not authorized hereunder) as to which the Trustee has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action, and the Servicer shall have consented no liability hereunder for any action taken by it in writing accordance with the written instruments of the Trustee. In addition, prior to taking any action with respect to the Trust Fund that is not expressly permitted under the terms of this Agreement, the Servicer will consult with the Trustee or its designee and the Certificate Insurer, in advance writing, with respect to whether such delegation.action could cause an Adverse REMIC Event to occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement. At all times as may be required by the Code, the Servicer shall use its best efforts to ensure that substantially all of the assets of the Trust will consist of

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO TXU (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO TXU is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon During the occurrence continuance of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (and at the direction of the Majority PurchasersPurchaser Agents, shall) designate as Servicer any Person (including itself) to succeed WESCO TXU or any successor ServicerServicer except for any Person that is a direct competitor of TXU, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO TXU agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO TXU shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transfer of transferring related records (including all Contracts) and permitting use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, in each case unless prohibited by law or any contract relating to any such license, hardware or software. (c) WESCO TXU acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, each Purchaser Agent and each Purchaser Group have relied on WESCOTXU’s agreement to act as Servicer hereunder. Accordingly, WESCO XXX agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation: delegation (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, ; (iiiii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance; (iii) unless such Sub-Servicer is a Utility that is providing invoicing services to an Originator, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement shall terminate upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any ) and (iv) unless such delegation Sub-Servicer is to any Person other than an Originator or a Utility that is providing invoicing services to an Affiliate thereofOriginator, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 4.1(d) shall not apply to any Payment Processor, any third party collection agency collecting Defaulted Receivables or any other third party service provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Xxxxx (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Xxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Servicer Termination Event, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO Xxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxx acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOLamar’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until and unless the Administrator gives notice to WESCO CONSOL Energy upon the occurrence of a Termination Event (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO CONSOL Energy is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO CONSOL Energy or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereofhereof and shall (i) covenant, for the benefit of the Seller and its affiliates, that it (and any Person other than the Seller or any of its affiliates) with whom it contracts for the performance of all or a portion of its duties as Servicer hereunder) shall comply with all tax withholding and information reporting obligations imposed in connection with any payments that it (or such Person) makes or controls the making of in connection with its activities as the Servicer and (ii) agree to indemnify Seller and its affiliates for any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever arising as a result of a breach of such covenant; provided, however, that no obligation to indemnify shall arise hereunder for any failure to comply that is directly or indirectly attributable to any act or omission by the Seller or any affiliate thereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO CONSOL Energy agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO CONSOL Energy shall cooperate with and assist such new Servicer. Such cooperation shall include reasonable access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses or the obtaining of new licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on WESCO’s agreement to act as Servicer hereunder. Accordingly, WESCO agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives Funding Agents give notice to WESCO USS (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO USS is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Event, the Administrator Funding Agents may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO USS or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO USS agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines Funding Agents reasonably determine will facilitate the transition of the performance of such activities to the new Servicer, and WESCO USS shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO USS acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Collateral Agent, each Funding Agent and each Purchaser Group have relied on WESCO’s USS's agreement to act as Servicer hereunder. Accordingly, WESCO USS agrees that it will not voluntarily resign as Servicer. (d) The Servicer may with the prior written consent of the Funding Agents, delegate its duties and obligations hereunder to any subservicer (each a “Sub-"Sub- Servicer”"); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Collateral Agent, each Funding Agent and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Funding Agents may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) Xxxxx Corning Sales of the designation of a new ServicerServicer during the continuation of a Servicer Default, WESCO Xxxxx Corning Sales is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon During the occurrence continuation of a Termination EventServicer Default, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or and shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Xxxxx Corning Sales or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Xxxxx Corning Sales agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxx Corning Sales shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxx Corning Sales acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers have relied on WESCO’s Xxxxx Corning Sales’ agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxx Corning Sales agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrator and the Majority Purchaser Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation, except that no consent shall be required with respect to the delegation of any duties to outside collection agencies with respect to Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Sponsor (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Sponsor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Sponsor or any successor Servicer, on the condition in each case that any such Person so designated shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Sponsor shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Sponsor acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOSponsor’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Group Agent and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Performance Guarantor, the Administrator and the Majority Purchasers Administrative Agent shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Volt (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Volt is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO Volt or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Volt agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Volt shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including copies of all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Volt acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Credit Party have relied on WESCOVolt’s agreement to act as Servicer hereunder. Accordingly, WESCO Volt agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder hereunder, in whole or part, to any subservicer one or more subservicers (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, and each Purchaser Group Credit Party shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator Administrative Agent gives notice to WESCO Herc (in accordance with this Section 4.17.1) of the designation of a new Servicer, WESCO Herc is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence If an Event of a Termination EventDefault shall have occurred and be continuing, the Administrator Administrative Agent may (with the consent of the Majority Purchasers) or shall (and at the direction of the Majority PurchasersManaging Agents, shall), upon ten (10) Business Days prior written notice, designate as Servicer any Person (including itself) to succeed WESCO Xxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof, and in respect of such appointment the Servicer shall comply with Section 7.4, including without limitation that the Servicer shall (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license (to the extent permitted under applicable contracts) to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of each Lender Group) at a place selected by the Administrative Agent. (b) Upon the designation of a successor Servicer as set forth in clause (aSection 7.1(a), WESCO Xxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Herc shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transfer of transferring related records (including all Contracts) and permitting use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, in each case unless prohibited by law or any contract relating to any such license, hardware or software. (c) WESCO Herc acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrative Agent, each Managing Agent and each Purchaser Group Lender have relied on WESCOHerc’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxx agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation: delegation (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, ; (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, ; (iii) the SellerBorrowers, the Administrator Administrative Agent and each Purchaser Lender Group shall have the right to look solely to the Servicer for performance, and ; (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement shall terminate upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than not an Originator or is an Affiliate thereofOriginator acting as Sub-Servicer for Pool Receivables other than those originated by it, the Administrator and the Majority Purchasers Administrative Agent shall have consented in writing in advance to such delegation; provided, further, that any Sub-Servicer servicing and administering Pool Receivables originated by the Canadian Originator in Canada shall not be conferred with any powers to enter into contracts in the name of the Servicer or the Canadian Borrower.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Aveanna Healthcare LLC (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Aveanna Healthcare LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO Aveanna Healthcare LLC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Aveanna Healthcare LLC agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Aveanna Healthcare LLC shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software reasonably necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Aveanna Healthcare LLC acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOAveanna Healthcare LLC’s agreement to act as Servicer hereunder. Accordingly, WESCO Aveanna Healthcare LLC agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and the Majority Lenders, except upon determination that (i) the performance of its duties hereunder is no longer permissible under Applicable Law and (ii) there is no reasonable action which such Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an opinion of a nationally recognized external counsel to the Servicer and as to clause (ii) above by an officer’s certificate of a Financial Officer of the Servicer, each to such effect delivered, and reasonably satisfactory in form and substance, to the Administrative Agent. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the 755287315 21689858 Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator and Administrative Agent, each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof Aveanna, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegationdelegation (such consent not to be unreasonable withheld or delayed). As of the Closing Date, the Servicer has appointed certain Originators to act as Sub-Servicers pursuant to Article VIII of the First Tier Sale Agreement.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Axxxxxx (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Ashland is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination EventServicer Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Axxxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Axxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Ashland shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Axxxxxx acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOAshland’s agreement to act as Servicer hereunder. Accordingly, WESCO Axxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO Centuri Group (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Centuri Group is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuance of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority Required Purchasers) or and shall (at the direction of the Majority Required Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Centuri Group or any successor Servicer, on such terms and conditions as the condition Administrative Agent may agree in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereofits discretion. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Centuri Group agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Centuri Group shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Centuri Group acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group have relied on WESCOCenturi Group’s agreement to act as Servicer hereunder. Accordingly, WESCO Centuri Group agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Required Purchasers. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or an Affiliate thereofnot a Subsidiary of Centuri Group, the Administrator Administrative Agent and the Majority Required Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO the Servicer (in accordance with this Section 4.18.01) of the designation of a new ServicerServicer following an Event of Default, WESCO Integra Sales is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Integra Sales or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Integra Sales agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Integra Sales shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Integra Sales acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOIntegra Sales’s agreement to act as Servicer hereunder. Accordingly, WESCO Integra Sales agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents, except if such activity is no longer permitted by Applicable Law, as confirmed by an opinion of counsel reasonably satisfactory to the Administrative Agent. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation. (e) For so long as an Integra Party or an Affiliate of an Integra Party is the Servicer, the Servicer may assign its duties hereunder to any Affiliate without the consent of the Administrative Agent or any Lender.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Alliance (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Alliance is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default and during its continuance, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO Alliance or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Alliance agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Alliance shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including copies of all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Alliance acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Credit Party have relied on WESCOAlliance’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder hereunder, in whole or part, to any subservicer one or more subservicers (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, and each Purchaser Group Credit Party shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof ​ ​ ​ the Parent, the Administrator Administrative Agent and the Majority Purchasers Lenders shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Greetings (in accordance with this Section SECTION 4.1) of the designation of a new Servicer, WESCO Greetings is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Greetings or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause CLAUSE (a), WESCO Greetings agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Greetings shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Greetings acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on WESCO’s Greetings's agreement to act as Servicer hereunder. Accordingly, WESCO Greetings agrees that it will not voluntarily resign as ServicerServicer without the consent of the Majority Purchasers. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub"SUB-Servicer”SERVICER "); providedPROVIDED, that, in each such delegation: (i) such Sub-Sub- Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); providedPROVIDED, howeverHOWEVER, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation; PROVIDED FURTHER that the parties agree that AGSC and each Originator shall serve as initial Sub-Servicers.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Lesco (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO Lesco is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Lesco or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Lesco agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Lesco shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Lesco acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Issuer have relied on WESCO’s Lesco's agreement 14 to act as Servicer hereunder. Accordingly, WESCO Lesco agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “"Sub-Servicer”"); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group the Issuer shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an the Originator or an Affiliate thereofLESCO Services, Inc., the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until Unless the Administrator gives notice to WESCO CSS upon or after the occurrence of a Termination Event (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO CSS is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO CSS or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO CSS agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO CSS shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and the Required Servicing Data and use by the new Servicer of all licenses, hardware or software (in each case to the extent permitted by the applicable licence or contract) necessary or desirable to collect the Pool Receivables and the Related SecuritySecurity to the extent permissible under the applicable agreements. To the extent the new Servicer finds its necessary or desirable to use any license, hardware or software and such use requires the consent of a third party under the applicable license or contract, CSS shall use all commercially reasonable efforts to obtain such consent on an expedited basis. (c) WESCO CSS acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Issuer have relied on WESCO’s CSS's agreement to act as Servicer hereunder. Accordingly, WESCO CSS agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “"Sub-Servicer”"); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group the Issuer shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofof an Originator, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Chemours (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Chemours is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a an Event of Termination Eventthat is continuing, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Chemours or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Chemours agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Chemours shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable related to collect the Pool Receivables and the Related SecurityReceivables. (c) WESCO Chemours acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCO’s Chemours’ agreement to act as Servicer hereunder. Accordingly, WESCO Chemours agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or an Affiliate thereofnot a Subsidiary of the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator Administrative Agent gives notice to WESCO Herc (in accordance with this Section 4.17.1) of the designation of a new Servicer, WESCO Herc is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence If an Event of a Termination EventDefault shall have occurred and be continuing, the Administrator Administrative Agent may (with the consent of the Majority Purchasers) or shall (and at the direction of the Majority PurchasersManaging Agents, shall), upon ten (10) Business Days prior written notice, designate as Servicer any Person (including itself) to succeed WESCO Herc or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof, and in respect of such appointment the Servicer shall comply with Section 7.4, including without limitation that the Servicer shall (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license (to the extent permitted under applicable contracts) to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of each Lender Group) at a place selected by the Administrative Agent. (b) Upon the designation of a successor Servicer as set forth in clause (aSection 7.1(a), WESCO Xxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Herc shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transfer of transferring related records (including all Contracts) and permitting use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, in each case unless prohibited by law or any contract relating to any such license, hardware or software. (c) WESCO Herc acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrative Agent, each Managing Agent and each Purchaser Group Lender have relied on WESCOHerc’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxx agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation: delegation (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, ; (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, ; (iii) the SellerBorrowers, the Administrator Administrative Agent and each Purchaser Lender Group shall have the right to look solely to the Servicer for performance, and ; (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement shall terminate upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than not an Originator or is an Affiliate thereofOriginator acting as Sub-Servicer for Pool Receivables other than those originated by it, the Administrator and the Majority Purchasers Administrative Agent shall have consented in writing in advance to such delegation; provided, further, that any Sub-Servicer servicing and administering Pool Receivables originated by the Canadian Originator in Canada shall not be conferred with any powers to enter into contracts in the name of the Servicer or the Canadian Borrower.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO STI (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO STI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO STI or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO STI agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO STI shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO STI acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOSTI’s agreement to act as Servicer hereunder. Accordingly, WESCO STI agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer including but not limited to any Originator and Finacity Corporation (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Xxxxxxx (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Ashland is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination EventServicer Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Xxxxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Ashland shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxxxx acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOAshland’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereof, of the Administrator Parent the Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection Each of the Pool Receivables shall be conducted by Borrower and the Person so designated from time to time as Lenders hereby appoints the Servicer as its agent to service the Borrower Collateral and enforce its rights and interests in accordance with this Sectionand under each Trust Investment and Collateral Documentation therefor and each other item of Borrower Collateral and to serve in such capacity until the termination of its responsibilities pursuant to SECTIONS 8.02 or 10.01. Until In connection therewith, the Administrator gives notice to WESCO (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO is Servicer hereby designated as, accepts such appointment and hereby agrees to perform the duties and obligations ofset forth herein. The Servicer may, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the prior written consent of the Majority Purchasers) or shall (at the direction each of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables Lenders and the Related Security. (c) WESCO acknowledges thatAgents, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on WESCO’s agreement to act as Servicer hereunder. Accordingly, WESCO agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each subcontract with a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform for the duties and obligations collection, servicing or administration of the Servicer pursuant to the terms hereofBorrower Collateral; PROVIDED, that (iia) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) of the Seller, the Administrator and each Purchaser Group shall have the right to look solely Sub-Servicer pursuant to the Servicer for performance, terms hereof and (ivb) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the terms of any agreement with any Borrower Collateral involving a Sub-Servicer shall provide that be consistent with the Administrator may terminate such agreement upon requirements of this Loan Agreement and shall be deemed to be between the termination of the Sub-Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer alone, and the Lenders and the Agents shall provide appropriate notice not be deemed parties thereto and shall have no obligations, duties or liabilities with respect to each such the Sub-Servicer); provided. Until the Servicer's responsibilities are terminated or the Servicer resigns pursuant to SECTION 8.02 or 10.01 of this Loan Agreement, howeverthe Servicer shall also serve as Investment Advisor to the Borrower pursuant to the Investment Management Agreement. Each of the Lenders and the Agents acknowledge that the Administrator, that if any such delegation which is to any Person other than an Originator or an Affiliate thereofof the Servicer, has been appointed as a Sub-Servicer pursuant to the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegationAdministration Agreement.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (Celanese International in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Celanese International is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or and shall (at the direction of the Majority PurchasersPurchaser Agents) designate as the Servicer any Person (including itself) to succeed WESCO Celanese International or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)Section 4.1(a) above, WESCO Celanese International agrees that it will terminate its activities as the Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Celanese International shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Celanese International acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers have relied on WESCOCelanese International’s agreement to act as the Servicer hereunder. Accordingly, WESCO Celanese International agrees that it will not voluntarily resign as Servicerthe Servicer without the prior written consent of the Administrator and each Purchaser Agent; provided that Celanese International may transfer all of its rights and obligations under this Agreement in accordance with Section 4.1(e). (d) The Servicer may delegate its duties and obligations hereunder under this Agreement to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereofof this Agreement, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Sub- Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an another Affiliate thereofof the Parent, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. (e) At any time and from time to time when no Termination Event or Unmatured Termination Event exists, the Servicer may, with the consent of the Seller and each Originator, transfer all of its rights and obligations under this Agreement and each of the other Transaction Documents to another wholly-owned Subsidiary of the Parent, upon the satisfaction of each of the following conditions (collectively, the “Servicer Replacement Conditions”): (i) receipt of 30 days’ prior written notice thereof by the Administrator and each Purchaser Agent, (ii) prior written consent to such replacement by the Administrator and the Majority Purchaser Agents, (iii) delivery to the Administrator and each Purchaser Agent of opinions of counsel to the replacement Servicer and the Parent covering corporate, enforceability and substantive consolidation matters and that are addressed, and in form and substance reasonably satisfactory, to the Administrator, the Purchasers and each Purchaser Agent, (iv) delivery to the Administrator and each Purchaser Agent of a replacement Performance Guaranty by the Parent with respect to the obligations of the replacement Servicer under the Transaction Documents, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, (v) each of the representations and warranties made by the Servicer under each of the Transaction Documents shall be true and correct with respect to the replacement Servicer after giving effect to such replacement and (vi) receipt by the Administrator and each Purchaser Agent of such additional documents and information reasonably requested by such Person concerning the replacement Servicer. Any such assignee shall be the “Servicer” for all purposes under this Agreement and each of the other Transaction Documents from and after the date of the transferee’s written acceptance of such transfer of rights and obligations, which acceptance shall be in form and substance reasonably satisfactory to the Administrator and the Majority Purchaser Agents. Upon such transfer, the previous Servicer shall transfer to the new Servicer all its documents and rights as the Servicer and will be released from any liability for actions or inactions of the Servicer taken thereafter; provided, that notwithstanding such transfer, the Servicer (and CUSH pursuant to the Performance Guaranty) shall remain liable under the Transaction Documents for any breach, indemnity or other obligation owing by the Servicer under any Transaction Document that occurred or accrued at any time prior to the effectiveness of such assignment of its rights and obligations under the Transaction Documents to the replacement Servicer.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (Lyondell Chemical in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Lyondell Chemical is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or and shall (at the direction of the Majority PurchasersPurchaser Agents) designate as the Servicer any Person (including itself) to succeed WESCO Lyondell Chemical or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)Section 4.1(a) above, WESCO Xxxxxxxx Chemical agrees that it will terminate its activities as the Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Lyondell Chemical shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Lyondell Chemical acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers have relied on WESCOLyondell Chemical’s agreement to act as the Servicer hereunder. Accordingly, WESCO Xxxxxxxx Chemical agrees that it will not voluntarily resign as Servicerthe Servicer without the prior written consent of the Administrator and each Purchaser Agent; provided that Lyondell Chemical may transfer all of its rights and obligations under this Agreement in accordance with Section 4.1(e). (d) The Servicer may delegate its duties and obligations hereunder under this Agreement to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereofof this Agreement, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an another Affiliate thereofof the Parent, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. (e) At any time and from time to time when no Termination Event or Unmatured Termination Event exists, the Servicer may, with the consent of the Seller and each Originator, transfer all of its rights and obligations under this Agreement and each of the other Transaction Documents to another wholly-owned Subsidiary of the Parent, upon the satisfaction of each of the following conditions (collectively, the “Servicer Replacement Conditions”): (i) receipt of 30 days’ prior written notice thereof by the Administrator and each Purchaser Agent, (ii) prior written consent to such replacement by the Administrator and the Majority Purchaser Agents, (iii) delivery to the Administrator and each Purchaser Agent of opinions of counsel to the replacement Servicer and the Parent covering corporate and enforceability matters and that are addressed, and in form and substance reasonably satisfactory, to the Administrator, the Purchasers and each Purchaser Agent, (iv) delivery to the Administrator and each Purchaser Agent of a replacement Performance Undertaking by the Parent with respect to the obligations of the replacement Servicer under the Transaction Documents, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, (v) each of the representations and warranties made by the Servicer under each of the Transaction Documents shall be true and correct with respect to the replacement Servicer after giving effect to such replacement and (vi) receipt by the Administrator and each Purchaser Agent of such additional documents and information reasonably requested by such Person concerning the replacement Servicer. Any such assignee shall be the “Servicer” for all purposes under this Agreement and each of the other Transaction Documents from and after the date of the transferee’s written acceptance of such transfer of rights and obligations, which acceptance shall be in form and substance reasonably satisfactory to the Administrator and the Majority Purchaser Agents. Upon such transfer, the previous Servicer shall transfer to the new Servicer all its documents and rights as the Servicer and will be released from any liability for actions or inactions of the Servicer taken thereafter; provided, that notwithstanding such transfer, the Servicer shall remain liable under the Transaction Documents for any breach, indemnity or other obligation owing by the Servicer under any Transaction Document that occurred or accrued at any time prior to the effectiveness of such assignment of its rights and obligations under the Transaction Documents to the replacement Servicer.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Royal (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO Royal is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Royal or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause CLAUSE (a), WESCO Royal agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Royal shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Royal acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Issuer have relied on WESCO’s Royal's agreement to act as Servicer hereunder. Accordingly, WESCO Royal agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “"Sub-Servicer”"); providedPROVIDED, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group the Issuer shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); providedPROVIDED, howeverHOWEVER, that if any such delegation is to any Person other than an Originator or an Affiliate thereofthe Originator, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Oncor is hereby designated as, and hereby xxxxxx agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuance of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority Purchasers) Group Agents), subject to the Tariff, PURA or any PUCT requirements, designate as Servicer any Person (including itself) to succeed WESCO Oncor or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereofhereof and such Person shall not be a Disqualified Institution. (b) Upon the designation any replacement of a Servicer with a successor Servicer as set forth in clause (a)) above, WESCO the exiting Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO such exiting Servicer shall cooperate with and assist such new ServicerServicer to the extent such cooperation or assistance is not prohibited by the Tariff, PURA or any PUCT requirements. Such Subject to the preceding sentence, such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Oncor acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOOncor’s agreement to act as Servicer hereunder. Accordingly, WESCO Oncor agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof any Originator, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation; provided, no such consent shall be required with respect to the delegation of any duties to outside collection agencies with respect to certain Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator Administrative Agent gives notice to WESCO Axxxxxxxx (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Axxxxxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Event, the Administrator Administrative Agent may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Axxxxxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree have agreed in writing to perform the duties and obligations of the Servicer pursuant to the terms hereofhereof and under the terms of the Intercreditor Agreement. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Axxxxxxxx (or any successor Servicer being terminated) agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Axxxxxxxx (or any successor Servicer being terminated) shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by taking all commercially reasonable steps to transfer to the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Axxxxxxxx acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group have relied on WESCO’s Axxxxxxxx’x agreement to act as Servicer hereunder. Accordingly, WESCO Axxxxxxxx agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in connection with each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent and each Purchaser Group shall have the right to look solely to the Servicer for such performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofof Axxxxxxxx, the Administrator Administrative Agent and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Royal (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO Royal is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Royal or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Royal agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Royal shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Royal acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Issuer have relied on WESCO’s Royal's agreement to act as Servicer hereunder. Accordingly, WESCO Royal agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “"Sub-Servicer”"); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group the Issuer shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofthe Originator, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO Waystar (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Waystar is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLender) or and shall (at the direction of the Majority PurchasersLender) designate as Servicer any Person (including itself) to succeed WESCO Waystar or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Waystar agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Waystar shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Waystar acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have Credit Party has relied on WESCO’s Waystar’ agreement to act as Servicer hereunder. Accordingly, WESCO Wxxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of each Credit Party. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Borrower and each Purchaser Group Credit Party shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator and the Majority Purchasers each Credit Party shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Xxxxxx (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Xxxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority Purchasers) Group Agents), designate as Servicer any Person (including itself) the Parent or an Affiliate thereof to succeed WESCO Xxxxxx or any successor Servicer, on the condition in each case that any the Parent or such Person so designated Affiliate shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records related records (including all Contracts) to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxxx acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCO’s Xxxxxx’x agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may may, and xxxxxx does, delegate its duties and obligations hereunder to any each Originator as subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant with respect to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate Receivables generated by such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.or,

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Agent gives notice to WESCO Audacy Operations (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Audacy Operations is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Agent may (with the consent of the Majority PurchasersInvestors) or and shall (at the direction of the Majority PurchasersInvestors) designate as Servicer any Person (including itself) to succeed WESCO Audacy Operations or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Audacy Operations agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Audacy Operations shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Audacy Operations acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Agent and each Purchaser Group Investor have relied on WESCOAudacy Operations’s agreement to act as Servicer hereunder. Accordingly, WESCO Audacy Operations agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Agent and the Majority Investors. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Agent and each Purchaser Group Investor shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof Audacy Operations, the Administrator Agent and the Majority Purchasers Investors shall have consented in writing in advance to such delegation. For avoidance of doubt, (i) the Administrator shall be deemed a Sub-Servicer and the Agent and the Investors hereby consent to the Administrator’s appointment as Sub-Servicer, and (ii) the existence of the Administration Agreement shall not limit or diminish the obligations of the Servicer under this Agreement or the Sale Agreements.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO P66 Company (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO P66 Company is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersRequired Purchaser/Lenders) or and shall (at the direction of the Majority PurchasersRequired Purchaser/Lenders) designate as Servicer any Person (including itself) to succeed WESCO P66 Company or any successor Servicer, on the condition in each case that any such Person so designated shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO P66 Company agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO P66 Company shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software reasonably necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO P66 Company acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Purchaser/Lender have relied on WESCOP66 Company’s agreement to act as Servicer hereunder. Accordingly, WESCO P66 Company agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Required Purchaser/Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerSPE, the Administrator Administrative Agent and each Purchaser Group Purchaser/Lender shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof P66 Company, the Administrator Administrative Agent and the Majority Purchasers Required Purchaser/Lenders shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 9.01(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party service provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator Administrative Agent gives notice to WESCO Amphenol Corporation (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Amphenol Corporation is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator Administrative Agent may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Amphenol Corporation or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Prior to designating such Person, the Administrative Agent agrees to use reasonable efforts to obtain at least two competitive bids from Persons acceptable to the Administrative Agent and the rating agencies then rating the Conduit Purchaser’s Notes, and agrees to designate as the new Servicer such Person submitting the lowest of such bids; provided, however, that such Person’s bid meets all requirements of the Administrative Agent specified in its request for such bids; and provided further that the failure of the Administrative Agent to obtain such bids shall not adversely affect the right of the Administrative Agent to designate a new Servicer pursuant to this Section 4.1(a). (b) Upon the designation of a successor Servicer as set forth in clause paragraph (a), WESCO Amphenol Corporation agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Amphenol Corporation shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Amphenol Corporation acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group the Purchasers have relied on WESCOAmphenol Corporation’s agreement to act as Servicer hereunder. Accordingly, WESCO Amphenol Corporation agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, Seller and the Administrator and each Purchaser Group Administrative Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator Administrative Agent and the Majority Purchasers shall have consented in writing in advance to such delegation. (e) The Seller shall provide to the Servicer on a timely basis all information needed for such servicing, administration and collection, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest.

Appointment of the Servicer. ‌ (a) The servicingSubject to Clause 2.3 (Limited Authority) and paragraph (b) below, administering with effect from the Closing Date until termination pursuant to Clause 21 (Termination), the Issuer and collection of the Pool Receivables shall be conducted by the Person so designated from time to time Seller (in its capacity as legal title holder) hereby appoint the Servicer in accordance with this Section. Until Agreement to be the Administrator gives notice Issuer's and, as applicable, the Seller's agent to WESCO provide the Services in accordance with the terms of this Agreement, to service the Loans and their Related Security, to exercise the Issuer's and the Seller's rights, powers and discretions under and in relation to the Loans and their Related Security and to perform the obligations of the Issuer and the Seller in relation to the Loans and their Related Security.‌ (b) Subject to Clause 2.3 (Limited Authority), with effect from the Closing Date until termination pursuant to Clause 21 (Termination), the Issuer and the Seller (in its capacity as legal title holder) hereby appoint the Servicer in accordance with this Section 4.1Agreement to be the Issuer's and, as applicable, the Seller's agent to provide the Services in accordance with the terms of this Agreement, to service the Loans and their Related Security in connection with any Further Advances, Porting and/or Product Switches, including (without limitation) of to accept applications from, or make offers to, relevant Borrowers for Further Advance, Porting and/or Product Switches and perform all associated functions and the designation of a new ServicerSeller’s duties in connection with any Further Advance, WESCO is hereby designated as, and Porting and/or Product Switch. The Servicer hereby agrees to perform the duties and that its obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence by virtue of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. this paragraph (b) Upon shall be on the designation of a successor Servicer as set forth in clause (a), WESCO agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities terms and subject to the new Servicer, and WESCO shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer conditions of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables this Agreement and the Related Security.Mortgage Sale Agreement.‌ (c) WESCO acknowledges that, The Seller hereby also appoints the Servicer to operate the Collection Accounts in making their decision to execute and deliver accordance with the terms of this Agreement, the Administrator and each Purchaser Group have relied on WESCO’s agreement to act as Servicer hereunder. Accordingly, WESCO agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties hereby accepts the appointments by the Issuer and, as applicable, the Seller under paragraphs (a) and obligations hereunder (b) above subject to any subservicer the terms and conditions of this Agreement. (each a “Sub-Servicer”); provided, that, in each such delegation: (ie) such Sub-Servicer shall agree in writing The Security Trustee consents to perform the duties and obligations appointment of the Servicer pursuant on the terms of and subject to the conditions of this Agreement. (f) In its dealings with the underlying Borrowers, the Servicer will, whilst the legal title to the Loans and their Related Security is held by the Seller, act under the trading name of "Precise Mortgages" or such other brand as the Seller may use from time to time and act on the Issuer's and/or the Seller’s behalf (as applicable) subject to the terms hereofset out herein. (g) For the avoidance of doubt and in connection with the rights, (ii) powers and discretions conferred under this Clause 2.1, the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the full power, authority and right to look solely do or cause to be done any and all things to be done in relation to the Servicer for performanceLoans and their Related Security, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, provided however, that if neither the Issuer nor its directors shall be required or obliged at any such delegation is time to enter into any Person other than an Originator transaction or an Affiliate thereof, to comply with any directions which the Administrator Servicer may give with respect to the operating and financial policies of the Majority Purchasers shall have consented in writing in advance to such delegationIssuer.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Foresight (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Foresight is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Foresight or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Foresight agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Foresight shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Foresight acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOForesight’s agreement to act as Servicer hereunder. Accordingly, WESCO Foresight agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator Administrative Agent, each Lender and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Xxxxxx (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Xxxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuance of a Termination EventServicer Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Xxxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxxx acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCO’s Xxxxxx’x agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation; provided, no such consent shall be required with respect to the delegation of any duties to outside collection agencies in accordance with its customary practices.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO Fortrea (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Fortrea is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority Required Purchasers) or and shall (at the direction of the Majority Required Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Xxxxxxx or any successor Servicer, on such terms and conditions as the condition Administrative Agent may agree in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereofits discretion. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Fortrea shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Fortrea acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group have relied on WESCOFortrea’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Required Purchasers. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrative Agent and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator Administrative Agent and the Majority Required Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Peabody (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO Peabody is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Peabody or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Peabody agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Peabody shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Peabody acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Purchasers have relied on WESCO’s Peabody's agreement to act as Servicer hereunder. Accordingly, WESCO Peabody agrees that it will not voluntarily resign as Servicer. (d) The Servicer may and hereby does delegate its duties and obligations hereunder to any the Originators as subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall and hereby does agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall and hereby do provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator Peabody Arclar Mining, LLC, Peabody Midwest Mining, LLC, Twentymile Coal, LLC, Peabody Caballo Mining, LLC, COALSALES II, LLC, Peabody Western Coal Company, Peabody Powder River Mining, LLC, Peabody Holding Company, LLC, PEABODY COALTRADE, LLC or an Affiliate thereofPEABODY COALSALES, LLC, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering -------------------------- and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection ------- 4. 1. Until the Administrator gives Funding Agents give notice to WESCO USS (in accordance with this --- Section 4.1) of the designation of a new Servicer, WESCO USS is hereby designated as, ----------- and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Event, the Administrator Funding Agents may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO USS or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause ------ (a), WESCO USS agrees that it will terminate its activities as Servicer hereunder in a -- manner that the Administrator determines Funding Agents reasonably determine will facilitate the transition of the performance of such activities to the new Servicer, and WESCO USS shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO USS acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Collateral Agent, each Funding Agent and each Purchaser Group have relied on WESCO’s USS's agreement to act as Servicer hereunder. Accordingly, WESCO USS agrees that it will not voluntarily resign as Servicer. (d) The Servicer may with the prior written consent of the Funding Agents, delegate its duties and obligations hereunder to any subservicer (each a “"Sub-Servicer”"); provided, that, in each such delegation: (i) such Sub-Servicer ------------ -------- shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Collateral Agent, each Funding Agent and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Sub- Servicer shall provide that the Administrator Funding Agents may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (Meritor in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Meritor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or and shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Meritor or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Meritor agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Meritor shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Meritor acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers have relied on WESCOMeritor’s agreement to act as Servicer hereunder. Accordingly, WESCO Meritor agrees that it will not voluntarily resign as Servicer.Servicer without the prior written consent of the Administrator and the Purchasers. 701648899 12403015 (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an another Affiliate thereofof Meritor, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Presidio (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Presidio is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuance of a Termination EventServicer Default, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Presidio or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Presidio agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Presidio shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) (except to the extent any such transfer is prohibited by applicable law) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Presidio acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCOPresidio’s agreement to act as Servicer hereunder. Accordingly, WESCO Presidio agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. (i) Pursuant to Section 4.1(d), the Servicer hereby delegates to and appoints the Sub-Servicers identified on the signature pages hereto to perform certain duties and obligations of the Servicer set forth in Article IV and as more particularly set forth herein with respect to the servicing, administration and collection of the Pool Receivables. Subject to the terms and conditions set forth herein, each Sub-Servicer hereby accepts such appointment and agrees to act in such capacity and to perform or cause the performance of the duties and obligations as more particularly described herein. (ii) Notwithstanding the appointment of the Sub-Servicers hereunder, the Servicer agrees that the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, and the Administrator and each Purchaser shall have the right to look solely to the Servicer for such performance. (iii) Each Sub-Servicer shall take, or cause to be taken, all actions necessary or advisable to administer and collect each Pool Receivable, from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. Each Sub-Servicer will perform its duties or obligations in accordance with the provisions of this Agreement. Each Sub-Servicer (at its expense) will comply in all material respects with the Credit and Collection Policies, and refrain from any action that may impair the rights of the Seller, the Administrator or the Purchasers in the Pool Receivables, Collections or Lock-Box Accounts. (iv) The Sub-Servicers’ duties and obligations hereunder shall terminate upon the termination of the Servicer under this Agreement. (v) Each Sub-Servicer agrees to take any action reasonably requested by the Administrator to facilitate the exercise of rights described in this Agreement, including but not limited to the actions set forth in Section 4.4. (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making the Servicer liable for any obligations of the Seller under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by the Servicer in respect of the performance by the Seller of its obligations under this Agreement or the other Transaction Documents.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator gives notice to WESCO Worthington (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Worthington is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Eventan Event of Default, the Administrator may (with the consent of the Simple Majority Purchasersof the Lenders) or and shall (at the direction of the Simple Majority Purchasersof the Lenders) designate as Servicer any Person (including itself) to succeed WESCO the Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Worthington agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Worthington shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software reasonably necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Worthington acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group Lender have relied on WESCOWorthington’s agreement to act as Servicer hereunder. Accordingly, WESCO Worthington agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrator and the Simple Majority of the Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the SellerBorrower, the Administrator and each Purchaser Group Lender shall have the right to look solely to the Servicer for performance, performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Simple Majority Purchasers of the Lenders shall have consented in writing in advance to such delegation. (e) Notwithstanding anything to the contrary herein or in any other Transaction Document, the Subject Division Receivables shall (i) be excluded from the calculations of (x) “Borrowing Base,” “Concentration Percentage,” “Delinquency Ratio,” “Excess Concentration,” and “Net Receivables Pool Balance”, (y) any components of the calculations and terms described in clause (x) above and (z) each other item required to be reported on for purposes of any Information Package, in each case, for all purposes of this Agreement, any Information Package and the other Transaction Documents and (ii) constitute a portion of the Collateral for all purposes of this Agreement and the other Transaction Documents.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (Lyondell Chemical in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Lyondell Chemical is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or and shall (at the direction of the Majority PurchasersPurchaser Agents) designate as the Servicer any Person (including itself) to succeed WESCO Lyondell Chemical or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)Section 4.1(a) above, WESCO Lyondell Chemical agrees that it will terminate its activities as the Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Lyondell Chemical shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Lyondell Chemical acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers have relied on WESCOLyondell Chemical’s agreement to act as the Servicer hereunder. Accordingly, WESCO Xxxxxxxx Chemical agrees that it will not voluntarily resign as Servicerthe Servicer without the prior written consent of the Administrator and each Purchaser Agent; provided that Lyondell Chemical may transfer all of its rights and obligations under this Agreement in accordance with Section 4.1(e). (d) The Servicer may delegate its duties and obligations hereunder under this Agreement to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereofof this Agreement, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an another Affiliate thereofof the Parent, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. (e) At any time and from time to time when no Termination Event or Unmatured Termination Event exists, the Servicer may, with the consent of the Seller and each Originator, transfer all of its rights and obligations under this Agreement and each of the other Transaction Documents to another wholly-owned Subsidiary of the Parent, upon the satisfaction of each of the following conditions (collectively, the “Servicer Replacement Conditions”): (i) receipt of 30 days’ prior written notice thereof by the Administrator and each Purchaser Agent, (ii) prior written consent to such replacement by the Administrator and the Majority Purchaser Agents, (iii) delivery to the Administrator and each Purchaser Agent of opinions of counsel to the replacement Servicer and the Parent covering corporate and enforceability matters and that are addressed, and in form and substance reasonably satisfactory, to the Administrator, the Purchasers and each Purchaser Agent, (iv) delivery to the Administrator and each Purchaser Agent of a replacement Performance Undertaking by the Parent with respect to the obligations of the replacement Servicer under the Transaction Documents, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, (v) each of the representations and warranties made by the Servicer under each of the Transaction Documents shall be true and correct with respect to the replacement Servicer after giving effect to such replacement and (vi) receipt by the Administrator and each Purchaser Agent of such additional documents and information reasonably requested by such Person concerning the replacement Servicer. Any such assignee shall be the “Servicer” for all purposes under this Agreement and each of the other Transaction Documents from and after the date of the transferee’s written acceptance of such transfer of rights and obligations, which acceptance shall be in form and substance reasonably satisfactory to the Administrator and the Majority Purchaser Agents. Upon such transfer, the previous Servicer shall transfer to the new Servicer all its documents and rights as the Servicer and will be released from any liability for actions or inactions of the Servicer taken thereafter; provided, that notwithstanding such transfer, the Servicer shall remain liable under the Transaction Documents for any breach, indemnity or other obligation owing by the Servicer under any Transaction Document that occurred or accrued at any time prior to the effectiveness of such assignment of its rights and obligations under the Transaction Documents to the replacement Servicer.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO O&M Medical (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO O&M Medical is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLenders) or and shall (at the direction of the Majority PurchasersLenders) designate as Servicer any Person (including itself) to succeed WESCO O&M Medical or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO O&M Medical agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO O&M Medical shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO O&M Medical acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser Group Lender have relied on WESCOO&M Medical’s agreement to act as Servicer hereunder. Accordingly, WESCO O&M Medical agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform without the duties and obligations prior written consent of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator Administrative Agent and the Majority Purchasers shall have consented in writing in advance to such delegationLenders.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Peabody (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO Peabody is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Peabody or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Peabody agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Peabody shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Peabody acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Purchasers have relied on WESCOPeabody’s agreement to act as Servicer hereunder. Accordingly, WESCO Peabody agrees that it will not voluntarily resign as Servicer. (d) The Servicer may and hereby does delegate its duties and obligations hereunder to any the Originators as subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) each such Sub-Servicer shall and hereby does agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall and hereby do provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator Peabody Arclar Mining, LLC, Peabody Midwest Mining, LLC, Twentymile Coal, LLC, Peabody Caballo Mining, LLC, COALSALES II, LLC, Peabody Western Coal Company, Peabody Gateway North Mining, LLC, Peabody Wild Boar Mining, LLC, Peabody Bear Run Mining, LLC, Peabody Powder River Mining, LLC, Peabody Holding Company, LLC, PEABODY COALTRADE, LLC or an Affiliate thereofPEABODY COALSALES, LLC, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 8.01. Until the Administrator Administrative Agent gives notice to WESCO Waystar (in accordance with this Section 4.18.01) of the designation of a new Servicer, WESCO Waystar is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Eventan Event of Default, the Administrator Administrative Agent may (with the consent of the Majority PurchasersLender) or and shall (at the direction of the Majority PurchasersLender) designate as Servicer any Person (including itself) to succeed WESCO Waystar or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Waystar agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Waystar shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Waystar acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have Credit Party has relied on WESCO’s Waystar’ agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxxx agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of each Credit Party. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Borrower and each Purchaser Group Credit Party shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof the Parent, the Administrator and the Majority Purchasers each Credit Party shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 9.01. Until the Administrator Administrative Agent gives notice to WESCO Media LLC (in accordance with this Section 4.19.01) of the designation of a new Servicer, WESCO Media LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence and during the continuance of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority PurchasersGroup Agents) or and shall (at the direction of the Majority PurchasersGroup Agents) designate as Servicer any Person (including itself) to succeed WESCO Media LLC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Media LLC agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Media LLC shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Media LLC acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each Purchaser member in each Group have relied on WESCOMedia LLC’s agreement to act as Servicer hereunder. Accordingly, WESCO Media LLC agrees that it will not voluntarily resign as ServicerServicer without the prior written consent of the Administrative Agent and the Majority Group Agents. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the each Seller, the Administrator Administrative Agent, each Purchaser and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator Administrative Agent may terminate 100 such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or an Affiliate thereofnot a Subsidiary of the Parent, the Administrator Administrative Agent and the Majority Purchasers Group Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO First Brands (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO First Brands is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO First Brands or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO First Brands agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO First Brands shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO First Brands acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Issuer have relied on WESCO’s First Brands' agreement to act as Servicer hereunder. Accordingly, WESCO First Brands agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “"Sub-Servicer”"); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group the Issuer shall have the right to look solely to the Servicer for performance, performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofOriginator, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Wernxx (in xx accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO is Wernxx xx hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO or Wernxx xx any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause CLAUSE (aA), WESCO agrees Wernxx xxxees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO shall Wernxx xxxll cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO acknowledges Wernxx xxxnowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Issuer have relied on WESCO’s agreement Wernxx'x xxxeement to act as Servicer hereunder. Accordingly, WESCO agrees Wernxx xxxees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “"Sub-Servicer”"); providedPROVIDED, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group the Issuer shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.by

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Cloud Peak (in accordance with this Section Section 4.1) of the designation of a new Servicer, WESCO Cloud Peak is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) designate as Servicer any Person (including itself) to succeed WESCO Cloud Peak or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a), WESCO Cloud Peak agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Cloud Peak shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) WESCO Cloud Peak acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCO’s Cloud Peak agreement to act as Servicer hereunder. Accordingly, WESCO Cloud Peak agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than an Originator or not an Affiliate thereofof Cloud Peak, the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO Peabody (in accordance with this Section 4.1Section) of the designation of a new Servicer, WESCO Peabody is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO Peabody or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a)) above, WESCO Xxxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Peabody shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Peabody acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group the Purchasers have relied on WESCOPeabody’s agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxxxx agrees that it will not voluntarily resign as Servicer. (d) The Servicer may and hereby does delegate its duties and obligations hereunder to any subservicer (each a “the Sub-Servicer”)Servicers; provided, that, in each such delegation: (i) each such Sub-Servicer shall and hereby does agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator Administrator, the Purchaser Agents and each Purchaser Group the Purchasers shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall and hereby do provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereofany Person party hereto as a “Sub-Servicer”, the Administrator and the Majority Purchasers shall have consented in writing in advance to such delegation.; provided, further, any Australian Sub-Servicer will not have any duty or obligation with respect to any U.S. Originator Receivable. 745381243 05109795751949792 05109795

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this SectionSection 4.1. Until the Administrator gives notice to WESCO Xxxxx (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO Xxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority PurchasersPurchaser Agents) or shall (at the direction of the Majority PurchasersPurchaser Agents) terminate Xxxxx as Servicer and designate as Servicer any Person (including itself) to succeed WESCO Xxxxx or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (aSection 4.1(a), WESCO Xxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and WESCO Xxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO Xxxxx acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Purchaser Group have relied on WESCO’s Xxxxx’x agreement to act as Servicer hereunder. Accordingly, WESCO Xxxxx agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, ) and (v) the Administrator and the Majority Purchasers Purchaser Agents shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 4.1(d) shall not apply to any third party collection agency collecting Defaulted Receivables or other third party servicer provider assisting in the servicing of the Defaulted Receivables.

Appointment of the Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time New South Federal Savings Bank agrees to time act as the Servicer in accordance with this Section. Until the Administrator gives notice to WESCO (in accordance with this Section 4.1) of the designation of a new Servicer, WESCO is hereby designated as, and hereby agrees to perform the all servicing duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed WESCO or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant under this Agreement subject to the terms hereof. (b) The Servicer shall service and administer the Loans on behalf of the Trust, for the benefit of the Certificateholders and the Certificate Insurer, and shall have full power and authority, acting alone or through one or more Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer, in its own name or the name of a Subservicer, may, and is hereby authorized and empowered by the Trustee to, execute and deliver, on behalf of itself, the Certificateholders, the Certificate Insurer and the Trustee or any of them, 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 Loans, the insurance policies and accounts related thereto and the properties subject to the Mortgages. The Servicer shall also take such reasonable steps, at the Servicer's expense, as are necessary to maintain perfection of security interests in the Properties. Upon the designation execution and delivery of a successor this Agreement, and from time to time as may be required thereafter, the Trustee shall furnish the Servicer or its Subservicers with any powers of attorney and such other documents (that have been prepared by the Servicer for execution by the Trustee) as set forth in clause (a)may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In servicing and administering the Loans, WESCO agrees that it will terminate its activities as the Servicer hereunder shall employ procedures consistent with Accepted Servicing Practices and in a manner that the Administrator determines will facilitate the transition of the performance of such activities consistent with recovery under any insurance policy required to the new Servicer, and WESCO shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use be maintained by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) WESCO acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on WESCO’s agreement to act as Servicer hereunder. Accordingly, WESCO agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) this Agreement. Costs incurred by the Servicer shall remain primarily liable for in effectuating the performance timely payment of taxes and assessments on the duties Property securing a Loan and obligations so delegated, (iii) foreclosure costs may be added by the Seller, the Administrator and each Purchaser Group shall have the right to look solely Servicer to the Servicer for performance, and (iv) amount owing under such Loan where the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer)Loan so permit; provided, however, that if the addition of any such delegation cost shall not be taken into account for purposes of calculating the Principal Balance of the Loan or distributions to be made to Certificateholders. Such costs shall be recoverable by the Servicer pursuant to Section 5.4. Notwithstanding any other provision of this Agreement, the Servicer shall at all times service the Loans in a manner consistent with the provisions of Sections 5.1(b) and 5.1(c). (c) It is intended that the Trust Fund formed hereunder shall constitute, that the affairs of the Trust REMICs shall be conducted so as to qualify them as, three separate REMICs in accordance with the REMIC Provisions and that the affairs of the Grantor Trust be conducted so as to qualify it as a grantor trust under Subpart E, Part I of Subchapter J of the Code. In furtherance of such intentions, the Servicer covenants and agrees that it shall not take any action or omit to take any action reasonably within the Servicer's control and the scope of its duties as described in this Agreement that would (1) result in a taxable event to the Holders of the Certificates or endanger the REMIC status of any of the Trust REMICs or the grantor trust status of the Grantor Trust, (2) result in the imposition on any of the Trust REMICs or the Trust Fund of a tax on "prohibited transactions" (either clause (1) or (2) shall be an "Adverse REMIC Event"). The Servicer shall not take any action or fail to take any action (whether or not authorized hereunder) as to which the Trustee has been advised prior to the date such action was taken or omitted to be taken it in writing pursuant to an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action, and the Servicer shall have no liability hereunder for any action taken by it in accordance with the written instructions of the Trustee taken pursuant to such Opinion of Counsel; provided, however, the Trustee shall have no obligation to monitor the duties or activities of the Servicer and the Trustee shall only be required to advise the Servicer with respect to any Person action that could result in an Adverse REMIC Event to the extent the Servicer requests such advice from the Trustee. In addition, prior to taking any action with respect to the Trust Fund that is not expressly permitted under the terms of this Agreement (other than an Originator or an Affiliate thereofinterest rate modifications referred to in the provision to the second preceding sentence), the Administrator Servicer will consult with the Trustee or its designee and the Majority Purchasers Certificate Insurer, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall have consented be borne by the party seeking to take the action not permitted by this Agreement. At all times as may be required by the Code, the Servicer shall use its best efforts to ensure that substantially all of the assets of the Trust REMICs will consist of "qualified mortgages" as defined in writing Section 860G(a)(3) of the Code and "permitted investments" as defined in advance Section 860G(a)(5) of the Code. In the event any specified time period or other requirement set forth in this Agreement in respect of compliance with the REMIC Provisions becomes inconsistent with the REMIC Provisions as the same may be amended, such specified time period or other requirement shall also be deemed amended to comply with the requirements of this Section, unless such delegationamended time period or other requirements shall be less protective of the interests of the Certificateholders and the Certificate Insurer, in which case, to the extent consistent with the REMIC Provisions, the former time period or requirement shall continue in force. (d) Subject to Section 5.13, the Servicer is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to the Properties. If reasonably required by the Servicer, each Certificateholder and the Trustee shall execute any powers of attorney furnished to the Trustee by the Servicer and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. (e) On and after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 5.23, after receipt by the Trustee and the Certificate Insurer of the Opinion of Counsel required pursuant to Section 5.23, the Trustee or its designee approved by the Certificate Insurer shall assume all of the rights and obligations of the Servicer, subject to Section 7.2 hereof. The Servicer shall, upon request of the Trustee but at the expense of the Servicer, deliver to the Trustee all documents and records relating to the Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (f) The Servicer shall deliver a list of Servicing Officers to the Trustee and the Certificate Insurer by the Closing Date, which list may, from time to time, be amended, modified or supplemented by the subsequent delivery to the Trustee and the Certificate Insurer of any superseding list of Servicing Officers.