Common use of Appointment of the Servicers Clause in Contracts

Appointment of the Servicers. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by each Person so designated from time to time as the Servicer in accordance with this Section 4.1. Until the Administrator gives notice to any Servicer (in accordance with this Section 4.1) of the designation of a new servicer: (i) CB is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer with respect to all Pool Receivables that were originated by a U.S. Originator and (ii) OnX Enterprise Solutions Ltd. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer with respect to all Pool Receivables that were originated (x) by it and sold to the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with the terms hereof. Upon the occurrence of a Servicer Default, the Administrator may (with the consent of the Majority Group Agents) or shall (at the direction of the Majority Group Agents) designate as Servicer any Person (including itself) to succeed any Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of a Servicer pursuant to the terms hereof; provided that any successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. (b) Upon the designation of any successor Servicer as set forth in paragraph (a), each Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each Servicer shall cooperate with and assist such new Servicer. In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all of the records (including all Contracts) reasonably necessary or desirable to collect the Pool Receivables and the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor Servicer the use of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) Each Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Group have relied on such Servicer’s agreement to act as Servicer hereunder. Accordingly, each Servicer agrees that it will not voluntarily resign as Servicer unless required to do so by applicable law; provided that any Servicer may, with the prior written consent of the Administrator and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-Servicer. (d) Any Servicer may delegate its duties and obligations hereunder to any sub-servicer (each a “Sub-Servicer”); provided that in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of a Servicer pursuant to the terms hereof, (ii) the applicable Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each Borrower, the Administrator and each Group shall have the right to look solely to each Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than any Originator or an Affiliate thereof, the Administrator and the Majority Group Agents shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a Sub-Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production support. (e) At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request any Servicer to, and upon such request such Servicer shall: (i) solely to the extent that such event is also a Servicer Default, assemble all of the records reasonably necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer, except to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by such Servicer in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents. (g) No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canada.

Appointment of the Servicers. (a) The servicing, servicing and administering and collection of collections on the Pool Receivables shall be conducted by each Person the Persons so designated from time to time as the Servicer Servicers in accordance with this Section 4.1. 8.01. (i) Until the Administrator Administrative Agent gives notice to any Servicer (in accordance with this Section 4.18.01) of the designation of a new servicer: Servicer: (iA) CB solely with respect to the U.S. Receivables, NCR is hereby designated as, and hereby xxxxxx agrees to perform the duties and obligations of, a Servicer pursuant to the Servicer terms hereof; and (B) solely with respect to all Pool Receivables that were originated by a U.S. Originator and (ii) OnX Enterprise Solutions Ltd. the Canadian Receivables, NCR Canada Corp. is hereby designated as, and hereby xxxxxx agrees to perform the duties and obligations of, the a Servicer with respect to all Pool Receivables that were originated (x) by it for and sold to on behalf of the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with Guarantor pursuant to the terms hereof. . (ii) Upon the occurrence of a Termination Event (i) reasonably believed by the Administrative Agent or the Majority Group Agents to have resulted, in whole or in part, due to an act or omission of a Servicer Defaultor (ii) with respect to which, in the reasonable determination of the Administrative Agent or the Majority Group Agents, the Administrator replacement of a Servicer would be reasonably likely to cure or mitigate such Termination Event or otherwise reduce any losses expected to be suffered by the Administrative Agent or any Secured Party or maximize Collections on the Pool 742583266 14453710 Receivables, then in any such case, the Administrative Agent may (with the consent of the Majority Group Agents) or and shall (at the direction of the Majority Group Agents) designate as a Servicer any Person (including itself) to succeed any Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of a Servicer pursuant to the terms hereof; provided that . For the avoidance of doubt, the Administrative Agent shall not have any obligation to designate itself as, or to become, a successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Actexcept in its sole discretion. (b) Upon the designation of any a successor Servicer as set forth in paragraph clause (a)) above, each applicable existing Servicer agrees that to the extent permitted by Applicable Law it will terminate its activities as a Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each . Each applicable existing Servicer shall cooperate with and assist such new Servicer. In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all Such cooperation shall include access to and transfer of the records (including all Contracts) reasonably necessary or desirable related to collect the Pool Receivables and use by the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor new Servicer the use of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) Each Servicer acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each member in each Group have relied on such ServicerPerson’s agreement to act as a Servicer hereunder. Accordingly, each Servicer agrees that it will not voluntarily resign as a Servicer unless required to do so by applicable law; provided that any Servicer may, with without the prior written consent of the Administrator Administrative Agent and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-ServicerAgents. (d) Any A Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (each a “Sub-Servicer”); provided that provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of a such Servicer pursuant to the terms hereof, (ii) the applicable such Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each BorrowerSPV Entity, the Administrator Administrative Agent, each Purchaser and each Group Agent shall have the right to look solely to each such Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than any Originator or neither an Affiliate thereofof NCR nor a collection agent for Defaulted Receivables, the Administrator Administrative Agent and the Majority Group Agents shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a Sub-Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production supportdelegation. (e) At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request If any Servicer tois replaced as Servicer hereunder, and upon such request such Servicer shall: (i) solely shall take such actions reasonably requested by the Administrative Agent and the successor Servicer to transition the extent that such event is also a Servicer Default, assemble all servicing of the records reasonably necessary or desirable applicable Pool Receivables to collect such successor and to permit the successor Servicer to service the Collections on the applicable Pool Receivables, including, without limitation, providing the Administrative Agent and the successor Servicer with any information and data with respect to the Pool Receivables and in the Related Securitypossession of, and transfer or license to a successor reasonably available to, such Servicer or its Affiliates. In connection with any such actions by any Servicer, except each SPV Entity shall pay to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable each Servicer its reasonable out-of-pocket costs and expenses from such SPV Entity’s own funds if and when such funds are released to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it such SPV Entity from time to time constituting Collections in a manner reasonably acceptable pursuant to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designeeSection 3.01(a)(x). (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by such Servicer in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents. (g) No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canada.

Appointment of the Servicers. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by each the Person so designated from time to time as the Servicer in accordance with this Section 4.18.01. Until the Administrator Administrative Agent gives notice to any Servicer the SPV Entities and the Servicers (in accordance with this Section 4.18.01) of the designation of a new servicer: Servicer, each SPV Entity-Related Party named in the preamble to this Agreement as a U.S. Servicer, UK Servicer, Canadian Servicer or Swiss Servicer (ias the case may be) CB is hereby designated as, and hereby agrees to perform the duties and obligations of, the a Servicer with respect pursuant to all Pool Receivables that were originated by a U.S. Originator and (ii) OnX Enterprise Solutions Ltd. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer with respect to all Pool Receivables that were originated (x) by it and sold to the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with the terms hereof. Upon the occurrence of a Servicer an Event of Default, the Administrator Administrative Agent may (with the consent of the Majority Group AgentsRequired Purchasers) or and shall (at the direction of the Majority Group AgentsRequired Purchasers) designate as U.S. Servicer, UK Servicer, Canadian Servicer or Swiss Servicer (as the case may be) any Person (including itself) to succeed any Servicer the applicable SPV Entity-Related Party or any successor Servicer, on such terms and conditions as the condition Administrative Agent may agree in each case that any its discretion. The applicable Servicer shall be entitled to payment of all Servicing Fees and reimbursable expenses accrued prior to the date on which such Person so designated shall agree to perform the duties and obligations of a Servicer is replaced (including following termination) pursuant to the terms hereof; provided that any successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Actthis Agreement. (b) Upon the designation of any a successor Servicer as set forth in paragraph clause (a)) above, each the applicable Servicer being replaced agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each the applicable Servicer shall cooperate with and assist such new Servicer. In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all Such cooperation shall include access to and transfer of the records (including all Contracts) reasonably necessary or desirable related to collect the Pool Receivables and use by the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor new Servicer the use 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, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) Each SPV Entity-Related Party named in the preamble to this Agreement as a U.S. Servicer, UK Servicer, Canadian Servicer or Swiss Servicer (as the case may be) acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each member in each Group Purchaser have relied on such ServicerSPV Entity-Related Party’s agreement to act as a Servicer hereunder. Accordingly, each Servicer such SPV Entity-Related Party agrees that it will not voluntarily resign as Servicer unless required to do so by applicable law; provided that any Servicer may, with without the prior written consent of the Administrator Administrative Agent and the Majority Group Agents (such consent not to be unreasonably withheld)Required Purchasers, resign as Servicer if except upon a determination that (i) a successor Servicer which the performance of its duties hereunder is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof no longer permissible under applicable Law and (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 successor determination permitting the resignation of the Servicer has agreed shall be evidenced as to execute documentationclause (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 reasonably satisfactory substance, to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-ServicerAdministrative Agent. (d) Any Each Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (each a “Sub-Servicer”); provided that provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of a such Servicer pursuant to the terms hereof, (ii) the applicable such Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each BorrowerSPV Entity, the Administrator Administrative Agent and each Group Purchaser shall have the right to look solely to each such Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that (v) if any such delegation Sub-Servicer is to any Person other than any Originator or not an Affiliate thereofof Parent, the Administrator Administrative Agent and the Majority Group Agents Required Purchasers shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a unless such Sub-Servicer without further is only servicing Receivables that have been, consistent with past practices, been written off as uncollectible, in which case such consent by any party: (wis not required) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (zvi) computer system maintenance, enhancement, machine processing and production support. (e) At any time following Sub-Servicer appointed by the occurrence and during Canadian Servicer shall either be a resident of Canada for purposes of the continuation of an Event of Default, the Administrator may request any Servicer to, and upon such request such Servicer shall: (i) solely to the extent that such event is also a Servicer Default, assemble ITA or shall carry on all of the records reasonably necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer, except to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by such Servicer servicing activities in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents. (g) No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canadian Receivables from outside Canada.

Appointment of the Servicers. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by each Person so designated from time to time as the Servicer in accordance with this Section 4.1. Until the Administrator gives notice to any Servicer (in accordance with this Section 4.1) of the designation of a new servicer: (i) CB CBTS is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer with respect to all Pool Receivables that were originated by a U.S. Originator and (ii) OnX Enterprise Solutions Ltd. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer with respect to all Pool Receivables that were originated (x) by it and sold to the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with the terms hereof. Upon the occurrence of a Servicer Default, the Administrator may (with the consent of the Majority Group Agents) or shall (at the direction of the Majority Group Agents) designate as Servicer any Person (including itself) to succeed any Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of a Servicer pursuant to the terms hereof; provided that any successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. (b) Upon the designation of any successor Servicer as set forth in paragraph (a), each Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each Servicer shall cooperate with and assist such new Servicer. In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all of the records (including all Contracts) reasonably necessary or desirable to collect the Pool Receivables and the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor Servicer the use of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) Each Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Group have relied on such Servicer’s agreement to act as Servicer hereunder. Accordingly, each Servicer agrees that it will not voluntarily resign as Servicer unless required to do so by applicable law; provided that any Servicer may, with the prior written consent of the Administrator and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-Servicer. (d) Any Servicer may delegate its duties and obligations hereunder to any sub-servicer (each a “Sub-Servicer”); provided that in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of a Servicer pursuant to the terms hereof, (ii) the applicable Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each Borrower, the Administrator and each Group shall have the right to look solely to each Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than any Originator or an Affiliate thereof, the Administrator and the Majority Group Agents shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a Sub-Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production support. (e) At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request any Servicer to, and upon such request such Servicer shall: (i) solely to the extent that such event is also a Servicer Default, assemble all of the records reasonably necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer, except to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by such Servicer in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents. (g) No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canada.

Appointment of the Servicers. (a) The servicing, servicing and administering and collection of collections on the Pool Receivables shall be conducted by each Person the Persons so designated from time to time as the Servicer Servicers in accordance with this Section 4.1. 8.01. (i) Until the Administrator Administrative Agent gives notice to any Servicer (in accordance with this Section 4.18.01) of the designation of a new servicer: Servicer: (iA) CB solely with respect to the U.S. Receivables, NCR is hereby designated as, and hereby agrees to perform the duties and obligations of, a Servicer pursuant to the Servicer terms hereof; and (B) solely with respect to all Pool Receivables that were originated by a U.S. Originator and (ii) OnX Enterprise Solutions Ltd. the Canadian Receivables, NCR Canada Corp. is hereby designated as, and hereby agrees to perform the duties and obligations of, the a Servicer with respect to all Pool Receivables that were originated (x) by it for and sold to on behalf of the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with Guarantor pursuant to the terms hereof. . (ii) Upon the occurrence of a Termination Event (i) reasonably believed by the Administrative Agent or the Majority Group Agents to have resulted, in whole or in part, due to an act or omission of a Servicer Defaultor (ii) with respect to which, in the reasonable determination of the Administrative Agent or the Majority Group Agents, the Administrator replacement of a Servicer would be reasonably likely to cure or mitigate such Termination Event or otherwise reduce any losses expected to be suffered by the Administrative Agent or any Secured Party or maximize Collections on the Pool Receivables, then in any such case, the Administrative Agent may (with the consent of the Majority Group Agents) or and shall (at the direction of the Majority Group Agents) designate as a Servicer any Person (including itself) to succeed any Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of a Servicer pursuant to the terms hereof; provided that . For the avoidance of doubt, the Administrative Agent shall not have any obligation to designate itself as, or to become, a successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Actexcept in its sole discretion. (b) Upon the designation of any a successor Servicer as set forth in paragraph clause (a)) above, each applicable existing Servicer agrees that to the extent permitted by Applicable Law it will terminate its activities as a Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each . Each applicable existing Servicer shall cooperate with and assist such new Servicer. In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all Such cooperation shall include access to and transfer of the records (including all Contracts) reasonably necessary or desirable related to collect the Pool Receivables and use by the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor new Servicer the use of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) Each Servicer acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each member in each Group have relied on such ServicerPerson’s agreement to act as a Servicer hereunder. Accordingly, each Servicer agrees that it will not voluntarily resign as a Servicer unless required to do so by applicable law; provided that any Servicer may, with without the prior written consent of the Administrator Administrative Agent and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-ServicerAgents. (d) Any A Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (each a “Sub-Servicer”); provided that provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of a such Servicer pursuant to the terms hereof, (ii) the applicable such Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each BorrowerSPV Entity, the Administrator Administrative Agent, each Purchaser and each Group Agent shall have the right to look solely to each such Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than any Originator or neither an Affiliate thereofof NCR nor a collection agent for Defaulted Receivables, the Administrator Administrative Agent and the Majority Group Agents shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a Sub-Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production supportdelegation. (e) At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request If any Servicer tois replaced as Servicer hereunder, and upon such request such Servicer shall: (i) solely shall take such actions reasonably requested by the Administrative Agent and the successor Servicer to transition the extent that such event is also a Servicer Default, assemble all servicing of the records reasonably necessary or desirable applicable Pool Receivables to collect such successor and to permit the successor Servicer to service the Collections on the applicable Pool Receivables, including, without limitation, providing the Administrative Agent and the successor Servicer with any information and data with respect to the Pool Receivables and in the Related Securitypossession of, and transfer or license to a successor reasonably available to, such Servicer or its Affiliates. In connection with any such actions by any Servicer, except each SPV Entity shall pay to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable each Servicer its reasonable out-of-pocket costs and expenses from such SPV Entity’s own funds if and when such funds are released to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it such SPV Entity from time to time constituting Collections in a manner reasonably acceptable pursuant to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designeeSection 3.01(a)(x). (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by such Servicer in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents. (g) No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canada.

Appointment of the Servicers. (a) The servicing, servicing and administering and collection of collections on the Pool Receivables shall be conducted by each Person the Persons so designated from time to time as the Servicer Servicers in accordance with this Section 4.1. 8.01. (i) Until the Administrator Administrative Agent gives notice to any Servicer (in accordance with this Section 4.18.01) of the designation of a new servicer: Servicer: (iA) CB solely with respect to the U.S. Receivables, NCR is hereby designated as, and hereby xxxxxx agrees to perform the duties and obligations of, a Servicer pursuant to the Servicer terms hereof; and (B) solely with respect to all Pool Receivables that were originated by a U.S. Originator and (ii) OnX Enterprise Solutions Ltd. the Canadian Receivables, NCR Canada Corp. is hereby designated as, and hereby xxxxxx agrees to perform the duties and obligations of, the a Servicer with respect to all Pool Receivables that were originated (x) by it for and sold to on behalf of the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with Guarantor pursuant to the terms hereof. . (ii) Upon the occurrence of a Termination Event (i) reasonably believed by the Administrative Agent or the Majority Group Agents to have resulted, in whole or in part, due to an act or omission of a Servicer Defaultor (ii) with respect to which, in the reasonable determination of the Administrative Agent or the Majority Group Agents, the Administrator replacement of a Servicer would be reasonably likely to cure or mitigate such Termination Event or otherwise reduce any losses expected to be suffered by the Administrative Agent or any Secured Party or maximize Collections on the Pool Receivables, then in any such case, the Administrative Agent may (with the consent of the Majority Group Agents) or and shall (at the direction of the Majority Group Agents) designate as a Servicer any Person (including itself) to succeed any Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of a Servicer pursuant to the terms hereof; provided that . For the avoidance of doubt, the Administrative Agent shall not have any obligation to designate itself as, or to become, a successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Actexcept in its sole discretion. (b) Upon the designation of any a successor Servicer as set forth in paragraph clause (a)) above, each applicable existing Servicer agrees that to the extent permitted by Applicable Law it will terminate its activities as a Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each . Each applicable existing Servicer shall cooperate with and assist such new Servicer. In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all Such cooperation shall include access to and transfer of the records (including all Contracts) reasonably necessary or desirable related to collect the Pool Receivables and use by the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor new Servicer the use of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) Each Servicer acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each member in each Group have relied on such ServicerPerson’s agreement to act as a Servicer hereunder. Accordingly, each Servicer agrees that it will not voluntarily resign as a Servicer unless required to do so by applicable law; provided that any Servicer may, with without the prior written consent of the Administrator Administrative Agent and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-ServicerAgents. (d) Any A Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (each a “Sub-Servicer”); provided that provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of a such Servicer pursuant to the terms hereof, (ii) the applicable such Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each BorrowerSPV Entity, the Administrator Administrative Agent, each Purchaser and each Group Agent shall have the right to look solely to each such Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than any Originator or neither an Affiliate thereofof NCR nor a collection agent for Defaulted Receivables, the Administrator Administrative Agent and the Majority Group Agents shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a Sub-Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production supportdelegation. (e) At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request If any Servicer tois replaced as Servicer hereunder, and upon such request such Servicer shall: (i) solely shall take such actions reasonably requested by the Administrative Agent and the successor Servicer to transition the extent that such event is also a Servicer Default, assemble all servicing of the records reasonably necessary or desirable applicable Pool Receivables to collect such successor and to permit the successor Servicer to service the Collections on the applicable Pool Receivables, including, without limitation, providing the Administrative Agent and the successor Servicer with any information and data with respect to the Pool Receivables and in the Related Securitypossession of, and transfer or license to a successor reasonably available to, such Servicer or its Affiliates. In connection with any such actions by any Servicer, except each SPV Entity shall pay to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable each Servicer its reasonable out-of-pocket costs and expenses from such SPV Entity’s own funds if and when such funds are released to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it such SPV Entity from time to time constituting Collections in a manner reasonably acceptable pursuant to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designeeSection 3.01(a)(x). (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by such Servicer in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents. (g) No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canada.

Appointment of the Servicers. (a) The servicing, servicing and administering and collection of collections on the Pool Receivables shall be conducted by each Person the Persons so designated from time to time as the Servicer Servicers in accordance with this Section 4.1. 8.01. (i) Until the Administrator Administrative Agent gives notice to any Servicer (in accordance with this Section 4.18.01) of the designation of a new servicer: Servicer: (iA) CB solely with respect to the U.S. Receivables, Cardtronics is hereby designated as, and xxxxxx agrees to perform the duties and obligations of, a Servicer pursuant to the terms hereof; and (B) solely with respect to the Canadian Receivables, Cardtronics Canada is hereby designated as, and hereby agrees to perform the duties and obligations of, a Servicer for and on behalf of the Servicer with respect Canadian Guarantor pursuant to all Pool Receivables that were originated by a U.S. Originator and the terms hereof. (ii) OnX Enterprise Solutions Ltd. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer with respect to all Pool Receivables that were originated (x) by it and sold to the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with the terms hereof. Upon the occurrence of a Termination Event (i) reasonably believed by the Administrative Agent or the Majority Group Agents to have resulted, in whole or in part, due to an act or omission of a Servicer Defaultor (ii) with respect to which, in the reasonable determination of the Administrative Agent or the Majority Group Agents, the Administrator replacement of a Servicer would be reasonably likely to cure or mitigate such Termination Event or otherwise reduce any losses expected to be suffered by the Administrative Agent or any Secured Party or maximize Collections on the Pool Receivables, then in any such case, the Administrative Agent may (with the consent of the Majority Group Agents) or and shall (at the direction of the Majority Group Agents) designate as a Servicer any Person (including itself) to succeed any Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of a Servicer pursuant to the terms hereof; provided that . For the avoidance of doubt, the Administrative Agent shall not have any obligation to designate itself as, or to become, a successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Actexcept in its sole discretion. (b) Upon the designation of any a successor Servicer as set forth in paragraph clause (a)) above, each applicable existing Servicer agrees that to the extent permitted by Applicable Law it will terminate its activities as a Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each . Each applicable existing Servicer shall cooperate with and assist such new Servicer. In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all Such cooperation shall include access to and transfer of the records (including all Contracts) reasonably necessary or desirable related to collect the Pool Receivables and use by the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor new Servicer the use of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) Each Servicer acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each member in each Group have relied on such ServicerPerson’s agreement to act as a Servicer hereunder. Accordingly, each Servicer agrees that it will not voluntarily resign as a Servicer unless required to do so by applicable law; provided that any Servicer may, with without the prior written consent of the Administrator Administrative Agent and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-ServicerAgents. (d) Any A Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (each a “Sub-Servicer”); provided that provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of a such Servicer pursuant to the terms hereof, (ii) the applicable such Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each BorrowerSPV Entity, the Administrator Administrative Agent, each Purchaser and each Group Agent shall have the right to look solely to each such Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than any Originator or neither an Affiliate thereofof Cardtronics nor a collection agent for Defaulted Receivables, the Administrator Administrative Agent and the Majority Group Agents shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a Sub-Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production supportdelegation. (e) At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request If any Servicer tois replaced as Servicer hereunder, and upon such request such Servicer shall: (i) solely shall take such actions reasonably requested by the Administrative Agent and the successor Servicer to transition the extent that such event is also a Servicer Default, assemble all servicing of the records reasonably necessary or desirable applicable Pool Receivables to collect such successor and to permit the successor Servicer to service the Collections on the applicable Pool Receivables, including, without limitation, providing the Administrative Agent and the successor Servicer with any information and data with respect to the Pool Receivables and in the Related Securitypossession of, and transfer or license to a successor reasonably available to, such Servicer or its Affiliates. In connection with any such actions by any Servicer, except each SPV Entity shall pay to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable each Servicer its reasonable out-of-pocket costs and expenses from such SPV Entity’s own funds if and when such funds are released to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it such SPV Entity from time to time constituting Collections in a manner reasonably acceptable pursuant to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designeeSection 3.01(a)(xi). (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by such Servicer in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents. (g) No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canada.

Appointment of the Servicers. (a) The servicing, servicing and administering and collection of collections on the Pool Receivables shall be conducted by each Person the Persons so designated from time to time as the Servicer Servicers in accordance with this Section 4.1. 8.01. (i) Until the Administrator Administrative Agent gives notice to any Servicer (in accordance with this Section 4.18.01) of the designation of a new servicer: Servicer: (iA) CB solely with respect to the U.S. Receivables, NCR is hereby designated as, and hereby xxxxxx agrees to perform the duties and obligations of, a Servicer pursuant to the Servicer terms hereof; and (B) solely with respect to all Pool Receivables that were originated by a U.S. Originator and (ii) OnX Enterprise Solutions Ltd. the Canadian Receivables, NCR Canada Corp. is hereby designated as, and hereby xxxxxx agrees to perform the duties and obligations of, the a Servicer with respect to all Pool Receivables that were originated (x) by it for and sold to on behalf of the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with Guarantor pursuant to the terms hereof. . (ii) Upon the occurrence of a Termination Event (i) reasonably believed by the Administrative Agent or the Majority Group Agents to have resulted, in whole or in part, due to an act or omission of a Servicer Defaultor (ii) with respect to which, in the reasonable determination of the Administrative Agent or the Majority Group Agents, the Administrator replacement of a Servicer would be reasonably likely to cure or mitigate such Termination Event or otherwise reduce any losses expected to be suffered by the Administrative Agent or any Secured Party or maximize Collections on the Pool Receivables, then in any such case, the Administrative Agent may (with the consent of the Majority Group Agents) or and shall (at the direction of the Majority Group Agents) designate as a Servicer any Person (including itself) to succeed any Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of a Servicer pursuant to the terms hereof; provided that . For the avoidance of doubt, the Administrative Agent shall not have any obligation to designate itself as, or to become, a successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Actexcept in its sole discretion. (b) Upon the designation of any a successor Servicer as set forth in paragraph clause (a)) above, each applicable existing Servicer agrees that to the extent permitted by Applicable Law it will terminate its activities as a Servicer hereunder in a manner that the Administrator Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each . Each applicable existing Servicer shall cooperate with and assist such new Servicer. In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all Such cooperation shall include access to and transfer of the records (including all Contracts) reasonably necessary or desirable related to collect the Pool Receivables and use by the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor new Servicer the use of all licenses (or the obtaining of new licenses), hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (c) Each Servicer acknowledges that, in making their its decision to execute and deliver this Agreement, the Administrator Administrative Agent and each member in each Group have relied on such ServicerPerson’s agreement to act as a Servicer hereunder. Accordingly, each Servicer agrees that it will not voluntarily resign as a Servicer unless required to do so by applicable law; provided that any Servicer may, with without the prior written consent of the Administrator Administrative Agent and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act. For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-ServicerAgents. (d) Any A Servicer may delegate its duties and obligations hereunder to any sub-servicer subservicer (each a “Sub-Servicer”); provided that provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of a such Servicer pursuant to the terms hereof, (ii) the applicable such Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each BorrowerSPV Entity, the Administrator Administrative Agent, each Purchaser and each Group Agent shall have the right to look solely to each such Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator Administrative Agent may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that ) and (v) if any such delegation Sub-Servicer is to any Person other than any Originator or neither an Affiliate thereofof NCR nor a collection agent for Defaulted Receivables, the Administrator Administrative Agent and the Majority Group Agents shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a Sub-Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production supportdelegation. (e) At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request If any Servicer tois replaced as Servicer hereunder, and upon such request such Servicer shall: (i) solely shall take such actions reasonably requested by the Administrative Agent and the successor Servicer to transition the extent that such event is also a Servicer Default, assemble all servicing of the records reasonably necessary or desirable applicable Pool Receivables to collect such successor and to permit the successor Servicer to service the Collections on the applicable Pool Receivables, including, without limitation, providing the Administrative Agent and the successor Servicer with any information and data with respect to the Pool Receivables and in the Related Securitypossession of, and transfer or license to a successor reasonably available to, such Servicer or its Affiliates. In connection with any such actions by any Servicer, except each SPV Entity shall pay to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable each Servicer its reasonable out-of-pocket costs and expenses from such SPV Entity’s own funds if and when such funds are released to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it such SPV Entity from time to time constituting Collections in a manner reasonably acceptable pursuant to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designeeSection 3.01(a)(xxi). (f) For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee or the assumption of a similar obligation by such Servicer in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents. (g) No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canada.