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 9.01. Until the Administrative Agent gives notice to Davey Tree (in accordance with this Section 9.01) of the designation of a new Servicer, Davey Tree 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, the Administrative Agent may (with the consent of the LC Bank and Required Program Participants) and shall (at the direction of the LC Bank and Required Program Participants) designate as Servicer any Person (including itself) to succeed Davey Tree 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, Xxxxx Tree agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Davey Tree acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Credit Party have relied on Davey Tree’s agreement to act as Servicer hereunder. Accordingly, Davey Tree agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and, the LC Bank and Required Program Participants. (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 -82- in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent, and each Credit Party shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the 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), and (v) if such Sub-Servicer is not an Affiliate of the Servicer, the Administrative Agent and, the LC Bank and Required Program Participants shall have consented in writing in advance to such delegation. Section 9.02.

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 9.018.01. Until the Administrative Agent gives notice to Davey Tree the Seller and the Servicer (in accordance with this Section 9.018.01) of the designation of a new Servicer, Davey Tree Rackspace 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, the Administrative Agent may (with the consent of the LC Bank and Required Program ParticipantsPurchasers) and shall (at the direction of the LC Bank and Required Program ParticipantsPurchasers) designate as Servicer any Person (including itself) to succeed Davey Tree Rackspace 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 its discretion. The Servicer shall agree be entitled to perform payment of all Servicing Fees and reimbursable expenses accrued prior to the duties and obligations of date on which the Servicer is replaced (including following termination) pursuant to the terms hereofthis Agreement. (b) Upon the designation of a successor Servicer as set forth in clause (a) above, Xxxxx Tree Rackspace agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree Rackspace shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Davey Tree Rackspace acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Credit Party Purchaser have relied on Davey TreeRackspace’s agreement to act as Servicer hereunder. Accordingly, Davey Tree Rackspace agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent andand the Required Purchasers, except upon a determination that (i) the LC Bank performance of its duties hereunder is no longer permissible under applicable Law and Required Program Participants(ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an opinion of a nationally recognized external counsel to the Servicer and as to clause (ii) above by an officer’s certificate of the Chief Financial Officer of the Servicer, each to such effect delivered, and reasonably satisfactory in form and substance, to the Administrative Agent. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree -82- in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the BorrowerSeller, the Administrative Agent, Agent and each Credit Party Purchaser shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the 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), and (v) if such Sub-Servicer is not an Affiliate of the Servicer, the Administrative Agent and, the LC Bank and Required Program Participants shall have consented in writing in advance to such delegation. Section 9.02.the

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 9.01. Until the Administrative Agent gives notice to Davey Tree CMA (in accordance with this Section 9.01) of the designation of a new Servicer, Davey Tree CMA 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, the Administrative Agent may (with the consent of the LC Bank and Required Program ParticipantsMajority Lenders) and shall (at the direction of the LC Bank and Required Program ParticipantsMajority Lenders) designate as Servicer any Person (including itself) to succeed Davey Tree CMA or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a) above, Xxxxx Tree CMA agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree CMA shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Davey Tree CMA acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Credit Party Lender have relied on Davey TreeCMA’s agreement to act as Servicer hereunder. Accordingly, Davey Tree CMA agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and, and the LC Bank and Required Program ParticipantsMajority 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 -82- in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent, Agent and each Credit Party Lender shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the 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), ) and (v) if such Sub-Servicer is not an Affiliate of the ServicerParent, the Administrative Agent and, and the LC Bank and Required Program Participants Majority Lenders shall have consented in writing in advance to such delegation. Section 9.02.

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 9.01. Until the Administrative Agent gives notice to Davey Tree Xxxxxx (in accordance with this Section 9.01) of the designation of a new Servicer, Davey Tree 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 an Event of DefaultTermination, the Administrative Agent may (with the consent of the LC Bank and Required Program ParticipantsMajority Group Agents) and shall (at the direction of the LC Bank and Required Program Participants) Majority Group Agents), designate as Servicer any Person (including itself) the Parent or an Affiliate thereof to succeed Davey Tree 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, Xxxxx Tree Xxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree Xxxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Davey Tree acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Credit Party have relied on Davey Tree’s agreement to act as Servicer hereunder. Accordingly, Davey Tree agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and, the LC Bank and Required Program Participants. (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 -82- in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent, and each Credit Party shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the 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), and (v) if such Sub-Servicer is not an Affiliate of the Servicer, the Administrative Agent and, the LC Bank and Required Program Participants shall have consented in writing in advance to such delegation. Section 9.02.

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 9.01. Until the Administrative Agent gives notice to Davey Tree CMA (in accordance with this Section 9.01) of the designation of a new Servicer, Davey Tree CMA 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, the Administrative Agent may (with the consent of the LC Bank and Required Program ParticipantsMajority Lenders) and shall (at the direction of the LC Bank and Required Program ParticipantsMajority Lenders) designate as Servicer any Person (including itself) to succeed Davey Tree CMA or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a) above, Xxxxx Tree CMA agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree CMA shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Davey Tree CMA acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Credit Party Lender have relied on Davey TreeCMA’s agreement to act as Servicer hereunder. Accordingly, Davey Tree CMA agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and, and the LC Bank and Required Program ParticipantsMajority 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 -82- in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent, Agent and each Credit Party 89762333169 19631658 762333169 19631658 Lender shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the 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), ) and (v) if such Sub-Servicer is not an Affiliate of the ServicerParent, the Administrative Agent and, and the LC Bank and Required Program Participants Majority Lenders shall have consented in writing in advance to such delegation. Section SECTION 9.02.

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 9.014.1. Until the Administrative Agent Administrator gives notice to Davey Tree VWR (in accordance with this Section 9.014.1) of the designation of a new Servicer, Davey Tree 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 an Event of Defaulta Termination Event, the Administrative Agent Administrator may (with the consent of the LC Bank and Required Program ParticipantsMajority Purchaser Agents) and or shall (at the direction of the LC Bank Majority Purchaser Agents) terminate VWR as Servicer and Required Program Participants) designate as Servicer any Person (including itself) to succeed Davey Tree 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 (a) aboveSection 4.1(a), Xxxxx Tree VWR agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree VWR shall reasonably 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 (or the obtaining of new hardware or software) reasonably necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Davey Tree VWR acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent Administrator and each Credit Party member in each Purchaser Group have relied on Davey TreeVWR’s agreement to act as Servicer hereunder. Accordingly, Davey Tree VWR agrees that it will not voluntarily resign as Servicer without except upon the prior written consent determination that the performance of its duties under this Agreement and the Administrative Agent and, the LC Bank and Required Program Participantsother 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 -82- in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the BorrowerSeller, the Administrative Agent, Administrator and each Credit Party Purchaser Group shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent 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), ) and (v) if such Sub-Servicer is not an Affiliate of the ServicerVWR, the Administrative Agent and, the LC Bank and Required Program Participants Administrator 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 9.02.4.1(d) shall not apply to any third party collection

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 9.01. Until the Administrative Agent gives notice to Davey Tree Xxxxxx (in accordance with this Section 9.01) of the designation of a new Servicer, Davey Tree 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 an Event of DefaultTermination, the Administrative Agent may (with the consent of the LC Bank and Required Program ParticipantsMajority Group Agents) and shall (at the direction of the LC Bank and Required Program Participants) Majority Group Agents), designate as Servicer any Person (including itself) the Parent or an Affiliate thereof to succeed Davey Tree 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, Xxxxx Tree Xxxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree Xxxxxx shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Davey Tree Xxxxxx acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Credit Party member in each Group have relied on Davey Tree’s Xxxxxx’x agreement to act as Servicer hereunder. Accordingly, Davey Tree Xxxxxx agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and, and the LC Bank and Required Program ParticipantsMajority 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 -82- in writing to perform the delegated duties and obligations of the Servicer pursuant with respect to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent, and each Credit Party shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent 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), and (v) if such Sub-Servicer is not an Affiliate of the Servicer, the Administrative Agent and, the LC Bank and Required Program Participants shall have consented in writing in advance to such delegation. Section 9.02.Originator 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 Section 9.014.1. Until the Administrative Agent Administrator gives notice to Davey Tree Xxxxxx Tire (in accordance with this Section 9.014.1) of the designation of a new Servicer, Davey Tree Xxxxxx 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 an Event of Defaulta Termination Event, the Administrative Agent Administrator may (with the consent of the LC Bank and Required Program ParticipantsMajority Purchaser Agents) and or shall (at the direction of the LC Bank and Required Program ParticipantsMajority Purchaser Agents) designate as Servicer any Person (including itself) to succeed Davey Tree Xxxxxx Tire or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a) above, Xxxxx Tree Xxxxxx Tire agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree Xxxxxx Tire 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) Davey Tree Xxxxxx Tire acknowledges that, in making its their decision to execute and deliver this Agreement, the Administrative Agent Administrator and each Credit Party member in each Purchaser Group have relied on Davey TreeXxxxxx Tire’s agreement to act as Servicer hereunder. Accordingly, Davey Tree Xxxxxx Tire agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and, the LC Bank and Required Program ParticipantsServicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, provided that, in each such delegation: (i) such Sub-Servicer shall agree -82- in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the BorrowerSeller, the Administrative Agent, Administrator and each Credit Party 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 Administrative Agent 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, and (v) if such Sub-Servicer is not an Affiliate of the Servicerhowever, the Administrative Agent and, the LC Bank and Required Program Participants shall have consented in writing in advance to such delegation. Section 9.02.that if

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 9.01. Until the Administrative Agent gives notice to Davey Tree Xxxxx Xxxx (in accordance with this Section 9.01) of the designation of a new Servicer, Davey Tree 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, the Administrative Agent may (with the consent of the LC Bank and Required Program ParticipantsParticipantsLenders) and shall (at the direction of the LC Bank and Required Program ParticipantsParticipantsLenders) designate as Servicer any Person (including itself) to succeed Davey Tree Xxxxx 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, Xxxxx Tree agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Davey Tree shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) Davey Tree acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Credit Party have relied on Davey Tree’s agreement to act as Servicer hereunder. Accordingly, Davey Tree Xxxxx Xxxx agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent andAgent, the LC Bank and Required Program ParticipantsParticipantsLenders. (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 -82- in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent, and each Credit Party shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the 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), and (v) if such Sub-Servicer is not an Affiliate of the Servicer, the Administrative Agent and, the LC Bank and Required Program Participants shall have consented in writing in advance to such delegation. Section 9.02.any