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 TXU (in accordance with this Section) of the designation of a new Servicer, TXU is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. During the continuance of a Termination Event, the Administrator may (and at the direction of the Majority Purchaser Agents, shall) designate as Servicer any Person (including itself) to succeed TXU or any successor Servicer 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), 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 TXU shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transferring related records 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) TXU acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator, each Purchaser Agent and each Purchaser have relied on TXU’s agreement to act as Servicer hereunder. Accordingly, TXU agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation (i) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated; (ii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance; (iii) the terms of any agreement with any Sub-Servicer shall provide that 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) and (iv) if such Sub-Servicer is not an Originator, the Administrator 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 Accounts and Related Rights shall be conducted by the Person person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator Agent gives notice to TXU Werner (in accordance with this Section) of the designation of a xx x new Servicer, TXU Werner is hereby designated as, and hereby agrees to perform the perforx xxx duties and obligations of, the Servicer pursuant to the terms hereof. During Upon the continuance occurrence of a Termination Event, the Administrator Agent may (and at the direction of the Majority Purchaser Agents, shall) designate as Servicer any Person person (including itself) to succeed TXU Werner or any successor Servicer except for any Person that is a direct competitor of TXUServicer, on the condition in each case that xxxx xhat any such Person 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), TXU Werner agrees that it will terminate its activities as Servicer hereunder xereunder in a manner that the Administrator Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and TXU Werner shall cooperate with and assist such new Servicer. Such cooperation xxoperation shall include providing access to and transferring transfer of related records and permitting use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables Accounts and the Related Security, in each case unless prohibited by law or any contract relating to any such license, hardware or softwareRights. (c) TXU Werner acknowledges that, in making their its decision to execute and deliver this xeliver the Financing Agreement, the Administrator, each Purchaser Agent and each Purchaser the Lenders have relied on TXU’s Werner's agreement to act as Servicer hereunder. Accordingly, TXU Xxxxxr agrees that it will not voluntarily resign as Servicer. (dx) The Xhe Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (each a “"Sub-Servicer”"); provided, that, in the case of 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, Purchaser and the Administrator and each Purchaser Group Agent shall have the right to look solely to the Servicer for performance; , and (iiiiv) the terms of any agreement with any Sub-Servicer shall provide that the Agent 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) and (iv) ); provided that if any such Sub-Servicer delegation is not to a person other than an Originator, the Administrator Agent 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 TXU (in accordance with this Section) of the designation of a new Servicer, TXU is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. During the continuance of a Termination Event, the Administrator may (and at the direction of the Majority Purchaser Agents, shall) designate as Servicer any Person (including itself) to succeed TXU or any successor Servicer 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), 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 TXU shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transferring related records 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) TXU acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator, each Purchaser Agent and each Purchaser have relied on TXU’s agreement to act as Servicer hereunder. Accordingly, TXU agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation (i) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated; (ii) 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, the terms of any agreement with any Sub-Servicer shall provide that 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) and (iv) if ifunless such Sub-Servicer is not notan Originator or a Utility that is providing invoicing services to an Originator, the Administrator 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 TXU JLG (in accordance with this Section) of the designation of a new Servicer, TXU JLG is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. During Upon the continuance occurrence of a Termination EventEvent (but not prior thereto), the Administrator may (and at the direction of the Majority Purchaser Agents, shall) designate as Servicer any Person (including itself) to succeed TXU JLG or any successor Servicer except for any Person that is a direct competitor of TXUServicer, 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), TXU JLG 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 TXU JLG shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transferring transfer of related records 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) TXU JLG acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator, each Purchaser Agent Administrator and each Purchaser the Issuer have relied on TXU’s JLG' agreement to act as Servicer hereunder. Accordingly, TXU JLG agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (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 the Issuer shall have the right to look solely to the Servicer for performance; , and (iiiiv) 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) and (iv) ); provided, however, that if any such Sub-Servicer delegation is not to any Person other than an Originator, the Administrator shall have consented in writing in advance to such delegation. For the avoidance of doubt, this Section 4.1(d) shall delegation (such consent not apply to any Payment Processor, any third party collection agency collecting Defaulted Receivables be unreasonably withheld or any other third party service provider assisting in the servicing of the Defaulted Receivablesdelayed).

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 Agent gives notice to TXU Xxxxxxx (in accordance with this Section) of the designation of a new Servicer, TXU Xxxxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. During Upon the continuance occurrence of a Termination Event, the Administrator Agent may (and at the direction of the Majority Purchaser Agents, shall) designate as Servicer any Person (including itself) to succeed TXU Xxxxxxx or any successor Servicer except for any Person that is a direct competitor of TXUServicer, 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), TXU Xxxxxxx 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 TXU Xxxxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transferring transfer of related records 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) TXU Xxxxxxx acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator, each Purchaser Agent and each Purchaser the Banks have relied on TXU’s Xxxxxxx'x agreement to act as Servicer hereunder. Accordingly, TXU Xxxxxxx agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (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 Agent and each Purchaser Group the Banks shall have the right to look solely to the Servicer for performance; performance and (iiiiv) the terms of any agreement with any Sub-Servicer shall provide that the Agent 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) and (iv) ); provided, however, that if any such Sub-Servicer delegation is not to any Person other than Warnaco or an OriginatorAffiliate of Warnaco, the Administrator Agent 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 Agent gives notice to TXU Xxxxxx Xxxxxxx (in accordance with this Section) of the designation of a new Servicer, TXU Xxxxxx Xxxxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. During Upon (i) the continuance occurrence of an Event of Default under the Loan and Security Agreement, (ii) a failure by the Servicer, any Originator or the Company to perform or observe any term, covenant or agreement under this Agreement, the Loan and Security Agreement or the Purchase, Sale and Contribution Agreement, which failure continues for 10 days after knowledge or notice thereof (or continues for such other grace period set forth in the applicable agreement) or (iii) the failure by the Company or the Servicer to make any payment when due under this Agreement, the Loan and Security Agreement or the Purchase, Sale and Contribution Agreement (each such event under clauses (i)-(iii), a "Termination Event"), the Administrator Agent may (and at the direction of the Majority Purchaser Agents, shall) designate as Servicer any Person (including itself) to succeed TXU Xxxxxx Xxxxxxx or any successor Servicer except for any Person that is a direct competitor of TXUServicer, 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), TXU Xxxxxx Xxxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and TXU shall Xxxxxx Xxxxxxx shall, at its own expense, cooperate with and assist such new Servicer. Such cooperation shall include providing include, upon reasonable notice and during regular business hours, access to and transferring transfer of related records 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) TXU acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator, each Purchaser Agent and each Purchaser have relied on TXU’s agreement to act as Servicer hereunder. Accordingly, TXU agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation (i) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated; (ii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance; (iii) the terms of any agreement with any Sub-Servicer shall provide that 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) and (iv) if such Sub-Servicer is not an Originator, the Administrator 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 TXU IMCO (in accordance with this Section) of the designation of a new Servicer, TXU IMCO is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. During Upon the continuance occurrence of a Termination EventEvent (but not prior thereto), the Administrator may (and at the direction of the Majority Purchaser Agents, shall) designate as Servicer any Person (including itself) to succeed TXU IMCO or any successor Servicer except for any Person that is a direct competitor of TXUServicer, 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), TXU IMCO 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 TXU IMCO shall cooperate with and assist such new Servicer. Such cooperation shall include providing access to and transferring transfer of related records 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) TXU IMCO acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator, each Purchaser Agent Administrator and each Purchaser the Issuer have relied on TXU’s IMCO's agreement to act as Servicer hereunder. Accordingly, TXU IMCO agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any sub-servicer (each a “Sub-Servicer”); provided, that, in each such delegation (i) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated; (ii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance; (iii) the terms of any agreement with any Sub-Servicer shall provide that 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) and (iv) if such Sub-Servicer is not an Originator, the Administrator 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.