Common use of Appointment of the Servicer Clause in Contracts

Appointment of the Servicer. Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to enforce Buyer’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyer, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer (a) The Borrower hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to Loans and enforce Buyer’s its respective rights and interests in and under each Transferred Receivable Loan in accordance with the terms and Contract therefor conditions of this Article VII and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01Section 7.18. In connection therewith, the The Servicer hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth hereinherein in accordance with the Servicing Standard. The Servicer and the Borrower hereby acknowledge that the Administrative Agent and the Secured Parties are third party beneficiaries of the obligations undertaken by the Servicer hereunder. (b) The Servicer may, with the prior written consent of Buyerthe Administrative Agent, subcontract contract with a Subsub-Servicer servicer for servicing, administering or collecting the collection, servicing or administration of the Transferred ReceivablesCollateral; provided that (ai) the Servicer shall select any such Person with commercially reasonable care and shall be solely responsible for the fees and expenses payable to such Person, (ii) the Servicer shall not be relieved of, and shall remain liable for for, the performance of the duties and obligations of such Sub-the Servicer pursuant to the terms hereof, (b) hereof without regard to any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer shall not be deemed a party thereto subcontracting arrangement and shall have no obligations, duties remain liable for any actions or liabilities inactions of the sub-servicer with respect to the Sub-obligations of the Servicer hereunder, and (ciii) each Subany such subcontract shall be subject to the provisions hereof. Subject to the foregoing sentence, the sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination servicer may take any actions required of the Servicer’s responsibilities Servicer hereunder in accordance with the terms hereofon its behalf.

Appointment of the Servicer. Buyer The Purchaser hereby appoints --------------------------- the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and each related Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111. 01. In connection therewith, the The Servicer hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein. The Servicer may, with the prior written consent of Buyerthe Purchaser, the Operating Agent, and the Collateral Agent subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided , provided, that (a) -------- the Servicer shall remain liable for the performance of the duties and obligations of such the Sub-Servicer pursuant to the terms hereof, and (b) any Sub-Sub- Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alonealone and the Purchaser, Operating Agent and Buyer the Collateral Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to enforce Buyer’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of the Buyer, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Lenders hereby appoints the Servicer as its agent agent, and the Borrower hereby acknowledges and agrees to such appointment, to service the Transferred Receivables andand enforce the Borrower's, in accordance with the Related Documents, to enforce Buyer’s Lenders' and the Administrative Agent's rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyerthe Requisite Lenders and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Lenders and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s 's responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer The Borrower hereby --------------------------- appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its respective rights and interests in and under each Transferred Receivable and each related Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 7.10, 9.02 or 9.0111. 01. In connection therewith, the The Servicer hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein. The Servicer may, with the prior written consent of Buyerthe Borrower, the Lender, the Deal Agent, and the Collateral Agent subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided , provided, that (a) the Servicer shall remain liable for the -------- performance of the duties and obligations of such the Sub-Servicer pursuant to the terms hereof, and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alonealone and the Borrower, the Lender, Deal Agent and Buyer the Collateral Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer The Issuer hereby appoints the Servicer as its agent to service [and manage] the Transferred [Loans] [Receivables and, in accordance with the Related Documents, to Assets] and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor the [Loans] [Receivables Assets] and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 5.1 or 9.016.1. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth hereinin this Agreement. The parties hereto acknowledge that the Servicer has entered into the Consolidated Subservicing Agreement with GE Capital, and agree that all the [Loans] [Receivables Assets] shall initially be subserviced [and managed] by GE Capital pursuant to the terms thereof. In addition to the foregoing, the Servicer may, with the upon giving prior written consent notice to the Issuer, delegate any of Buyerits duties under this Agreement to any Person, or subcontract with a any other Sub-Servicer Servicer, in addition to or in lieu of GE Capital, for the collection, [management,] servicing or administration of the Transferred Receivables[Loans] [Receivables Assets]; provided provided, that with respect to the Consolidated Subservicing Agreement and each other Sub-Servicing Agreement (a) the Servicer shall remain liable for the performance of the duties and obligations of such any delegate or the Sub-Servicer pursuant to the terms hereof, hereof and (b) the Consolidated Subservicing Agreement and any other Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred [Loans] [Receivables Assets] involving a Sub-Servicer shall be deemed to be between the applicable Sub-Servicer and the Servicer alone, and Buyer the Issuer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the any such Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Conduit Purchaser and the Committed Purchaser hereby appoints the Servicer as its agent agent, and the Seller hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with and enforce its (and the Related Documents, to enforce Buyer’s Originator's) rights and interests in and under each Transferred Receivable and Contract therefor and to the Seller Collateral and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyereach Purchaser and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Purchasers and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Conduit Purchaser and the Committedeach Purchaser Agent hereby appoints the Servicer as its agent agent, and the Seller hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyereach Purchaser Agent and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such the Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Purchasers, the Purchaser Agents and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Conduit Purchaser and the Committed Purchaser hereby appoints the Servicer as its agent agent, and the Seller hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyereach Purchaser and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such the Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Purchasers and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables on behalf of the Buyer and the Purchasers and, in accordance with the Related Documents, to enforce Buyer’s and the Purchasers’ rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyerthe Purchaser Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided that no such consent shall be needed to subcontract with a Sub-Servicer that is an Affiliate of the Servicer; and further provided, that (ai) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (bii) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer none of the Buyer, any Purchaser or any other Specified Party shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (ciii) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables on behalf of the Buyer and the Purchasers and, in accordance with the Related Documents, to enforce Buyer’s and the Purchasers’ rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyerthe Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided that no such consent shall be needed for the Servicer to subcontract with a Sub-Servicer that is also an Originator; and further provided, that (ai) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (bii) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and none of the Buyer or any Specified Party shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and Servicer, (ciii) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereofhereof and (iv) each Originator acting as a Sub-Servicer hereby acknowledges that its rights as a Sub-Servicer shall terminate automatically, upon the termination of the Servicer’s responsibilities hereunder.

Appointment of the Servicer. Buyer The Lender hereby appoints the Servicer as its agent agent, and the Borrower hereby acknowledges and agrees to such appointment, to service the Transferred Receivables and, in accordance with and enforce the Related Documents, to enforce Buyer’s Borrower's and the Lender's rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyerthe Lender, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred ReceivablesReceivables and other Receivable Assets; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Lender shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s 's responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to enforce Buyer’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, (a) subcontract with Xxxx Industries, LLC for the collection, servicing or administration of the Transferred Receivables originated by Xxxx Industries, LLC and/or Xxxx PEX, Inc. and (b) with the prior written consent of the Buyer, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (ai) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (bii) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (ciii) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Conduit Purchasers and the Committed Purchasers hereby appoints the Servicer as its agent agent, and the Seller hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and the rights and interests under the Contract therefor as such rights and interests relate to such Transferred Receivable and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyerthe Requisite Purchasers and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Purchasers, the Purchaser Agents and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to enforce Buyer’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections Section 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, (a) subcontract with Xxxx Industries, LLC for the collection, servicing or administration of the Transferred Receivables originated by Xxxx Industries, LLC and/or Xxxx PEX, Inc. and (b) with the prior written consent of the Buyer, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (ai) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (bii) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (ciii) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer The Trust hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to User Leases and other Trust Assets and enforce Buyer’s its rights and interests in and under each Transferred Receivable the User Leases and Contract therefor other Trust Assets and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01responsibilities. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer maymay delegate any duties (including, with the prior written consent without limitation, any of Buyerits duties under Section 2.2(c)) to any Person, or subcontract with a Sub-Servicer any Person, for the collection, servicing or administration of any or all of the Transferred ReceivablesTrust Assets; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer any delegate or subcontractor pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement agreement that may be entered into and any other transactions or services relating to any or all of the Transferred Receivables User Leases or other Trust Assets involving a Sub-Servicer subcontractor shall be deemed to be between the Sub-Servicer subcontractor and the Servicer alone, and Buyer the Trust shall not be deemed a party thereto and shall have no obligations, duties or liabilities liabilities, for fees, expenses or otherwise, with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereofsubcontractor.

Appointment of the Servicer. Buyer Each of the Conduit Lender and the Committed Lender hereby appoints the Servicer as its agent agent, and the Borrower hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyereach Lender and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Lenders and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer The Purchaser hereby --------------------------- appoints the Servicer as its agent agent, and the Seller hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts ------------- ----- such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyerthe Purchaser, the Operating Agent and the Collateral Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided that provided, that (a) the Servicer shall remain liable for the performance of the -------- duties and obligations of such the Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Purchaser, the Operating Agent and the Collateral Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer The Borrower hereby appoints the Servicer as its agent agent, and the Lenders hereby acknowledge such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 Article VI or 9.01Section 7.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyerthe Borrower, each Lender and the Administrative Agent (other than Sub- Servicers retained solely to collect Defaulted Receivables, which shall require no such prior consent) not to be unreasonably withheld, subcontract with a one or more Sub-Servicer Servicers for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Sub- Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Sub- Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Lenders and the Administrative Agent shall not be deemed a party parties thereto and shall or have no any obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to enforce Buyer’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of the Buyer, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (ai) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (bii) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (ciii) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer The Borrower hereby appoints the Servicer as its agent to service the Transferred Pledged Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its respective rights and interests in and under each Transferred Pledged Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 7.7, 9.2 or 9.01. In connection therewith, the subsection 3(A) of Exhibit I. The Servicer hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein. The Servicer may, with the prior written consent of Buyerthe Borrower and the Deal Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Pledged Receivables; , provided that (a) the Servicer shall remain liable for the performance of the duties and obligations of such the Sub-Servicer pursuant to the terms hereof, and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Pledged Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alonealone and the Borrower, the Lender, the Deal Agent and Buyer the Collateral Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. The Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related DocumentsDocuments and the Credit and Collection Policies, to enforce the Buyer’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of the Buyer, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents, to enforce Buyer’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.019. 01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, (a) subcontract with Xxxx Industries, LLC for the collection, servicing or administration of the Transferred Receivables originated by Xxxx Industries, LLC and/or Xxxx PEX, Inc. and (b) with the prior written consent of the Buyer, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (ai) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (bii) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (ciii) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer The Issuer hereby appoints the Servicer as its agent to service [and manage] the Transferred Receivables and, in accordance with the Related Documents, to [Loans] [Purchaser Assets other than Purchaser SUBI Assets] and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor the [Loans] [[such] Purchaser Assets] and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 5.1 or 9.016.1. In connection therewiththerewith [and with the Servicer’s appointment as the Servicer with respect to the Series 201[●]-[●] SUBI pursuant to Section 1.3], the Servicer hereby accepts such appointment appointmen[s] and agrees to perform the duties and obligations set forth hereinin this Agreement [and, in the case of the Series 201[●]-[●] SUBI, in the Titling Trust Servicing Agreement]. The Servicer may, with the upon giving prior written consent of Buyernotice to the Issuer, delegate any duties to any Person, or subcontract with a Sub-Servicer Servicer, for the collection, [management,] servicing or administration of the Transferred ReceivablesPurchaser Assets; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such any delegate or the Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables [Loans] [Purchaser Assets] involving a Sub-Servicer shall be deemed to be between the any Sub-Servicer and the Servicer alone, and Buyer the Issuer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the such Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Conduit Purchaser and the Committed Purchaser hereby appoints the Servicer as its agent agent, and the Seller hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyereach Purchaser and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Purchasers and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Lenders hereby appoints the Servicer as its agent agent, and the Borrower hereby acknowledges and agrees to such appointment, to service the Transferred Receivables andand enforce the Borrower’s, in accordance with the Related Documents, to enforce BuyerLenders’ and the Administrative Agent’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyerthe Requisite Lenders and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Lenders and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Lenders hereby --------------------------- appoints the Servicer as its agent agent, and the Borrower hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts ------------- ----- such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyereach Lender and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided provided, that (a) -------- the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Sub- Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Lenders and the Administrative Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Appointment of the Servicer. Buyer Each of the Purchasers hereby appoints the Servicer as its agent agent, and the Seller hereby acknowledges such appointment, to service the Transferred Receivables and, in accordance with the Related Documents, to and enforce Buyer’s its rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 9.02 or 9.0111.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of Buyereach Purchaser and the Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, hereof and (b) any Sub-Servicing WNC Receivables, LLC Receivables Purchase and Servicing Agreement Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and Buyer the Purchasers and the Agent shall not be deemed a party parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.