Common use of Designation of Servicer Clause in Contracts

Designation of Servicer. The servicing, administering and enforcement of collection of the Receivables shall be conducted by the Person (the "Servicer") so designated from time to time in accordance with this Section 5.02. Victxx xx hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof, provided that TRI or, subject to the terms set forth in the RPA, the Trustee may, upon the occurrence of a Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree to perform the duties and obligations of the Servicer provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may at any time designate any Person (including itself) to replace Victxx xx Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any of its obligations as Servicer as a result of such delegation.

Designation of Servicer. The servicingBuyer shall be, administering and enforcement of collection of hereby is, vested with the right to enforce and collect the Receivables. Notwithstanding the foregoing, Buyer hereby delegates to Customer the right to service, administer, collect and enforce the Receivables shall be conducted by the Person (the "Servicer") so designated from time to time in accordance with this Section 5.02. Victxx xx hereby designated asthe terms and provisions of the Servicing Agreement and pursuant to a standard that meets or exceeds the greater of (a) the servicing, administration, collection and enforcement that would be undertaken by a reasonably prudent person performing such actions with regard to similar Receivables, (b) the standards observed by Customer in connection with Warehouse Assets not sold to Buyer, and hereby agrees to perform (c) the duties and obligations ofstandard imposed upon the servicers in connection with Securitization Transactions sponsored by Customer (or its Subsidiaries); provided, however, the Servicer pursuant to the terms hereof, provided that TRI or, subject to the terms set forth in the RPA, the Trustee may, foregoing delegation shall terminate upon the occurrence of a Servicer Termination Event. Buyer and Customer hereby authorize Servicer to service, give notice administer, collect and enforce the Receivables and to Victxx xx engage sub-servicers to render such services on its behalf pursuant to the designation Servicing Agreement. Upon the occurrence of a new Termination Event or a Servicer to succeed Victxx xxx Default, Buyer, in its sole discretion, may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree to perform the duties and obligations of the Servicer provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may at any time designate any Person (including itself) to replace Victxx xx succeed Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any of its obligations as Servicer as of the Warehouse Assets. Customer shall timely pay all of the reasonable and customary fees and expenses of Servicer pursuant to the Servicing Agreement and bear all the out-of-pocket costs of Buyer in connection with a result termination of such delegationthe Servicing Agreement and transfer of servicing arrangements, including any termination payment payable under the Servicing Agreement. Customer shall fully cooperate with and assist any new servicer of the Mortgage Loan Receivables or the Direct Loan Receivables. Such cooperation shall include (without limitation) access to and transfer of records and use by the new servicer or its designee, of all licenses, hardware or software in the possession or control of Customer necessary or desirable to collect the Receivables and the Related Security.

Designation of Servicer. The servicing, administering and enforcement of collection of the Receivables shall be conducted by the Person Citibank, N.A., London Branch (the "Servicer") or such other Person so designated from time to time in accordance with pursuant to this Section 5.02Clause 12(A). Victxx xx hereby Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch is designated as, and hereby agrees agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of, the of a Servicer pursuant to the terms hereof, provided that TRI or, subject of this Agreement. The Servicer hereby delegates to the terms set forth Seller in respect of the RPAPurchased Receivables originated by the Seller, duties and obligations as Servicer and the Trustee may, upon Seller (the occurrence of a Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer provided herein pursuant to the terms of this Agreement in relation to the Purchased Receivables originated by it. The delegation hereby granted to the Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and the Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. The Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or in collecting the RPAPurchased Receivables; provided, however, that the Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. In The Operating Agent may at any time designate as Servicer any Person to succeed the event that TRI Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or the Trustee, as applicable, is unable to designate a any successor Servicer, on the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth condition in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby each case that any such Person agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted of Servicer pursuant to the Lockbox Accounts and Victxx xxxll have no such rights terms of withdrawal. TRI may at any time designate any Person (including itself) to replace Victxx xx Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any of its obligations as Servicer as a result of such delegationthis Agreement.

Designation of Servicer. The servicing, administering administration and enforcement of collection of the Transferred Receivables shall be conducted by the such Person (the "Servicer") so designated hereunder from time to time. Until the RPA Final Payment Date, the U.S. Seller (or such other Person as may be designated from time to time in accordance with this Section 5.02. Victxx xx under the RPA) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Following the RPA Final Payment Date, provided that TRI orthe Purchaser, subject by notice to the terms set forth in the RPAU.S. Seller, the Trustee may, upon the occurrence of a Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree to perform the duties and obligations of the Servicer provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may at any time designate as Servicer any Person (including itself) to replace Victxx xx succeed the U.S. Seller or any successor Servicer, if such Person shall consent and agree to the terms hereof. Upon the U.S. Seller's receipt of such notice, the U.S. Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or Collection Agentits designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the U.S. Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the U.S. Seller responsible with respect thereto. For so long as Victxx xx The Servicer may, with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any 's liability for performance of its duties and obligations pursuant to the terms hereof, and any such subcontract shall terminate upon designation of a successor Servicer. The Servicer hereby appoints ACI as subservicer (ACI, in such capacity, the "Subservicer") to perform the servicing, administration and collections functions of the Servicer hereunder; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a result Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.07. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of such delegationthe Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Purchaser hereby consents to the designation of ACI as subservicer hereunder.

Designation of Servicer. The servicing, administering and enforcement of collection of the Receivables shall be conducted by the Person Citibank, N.A., London Branch (the "Servicer") or such other Person so designated from time to time in accordance with pursuant to this Section 5.02Clause 12(A). Victxx xx hereby Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch is designated as, and hereby agrees agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of, the of a Servicer pursuant to the terms hereof, provided that TRI or, subject of this Agreement. The Servicer hereby delegates to Exide Funding in respect of the terms set forth in Paid Receivables its duties and obligations of Servicer and Exide Funding (the RPA, the Trustee may, upon the occurrence of a Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer provided herein pursuant to the terms of this Agreement in relation to the Paid Receivables. The delegation hereby granted to the Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as Exide Funding is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Paid Receivables and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of the Sub-Servicer under this Agreement and the Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. The Sub-Servicer may, with the prior consent of the Operating Agent, subcontract with the Originators for the Receivables they have originated or with any other Person authorised to act as servicer on behalf of third parties in France for servicing, administering or collecting the RPAPaid Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations subcontracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of the Sub-Servicer under this Agreement. In The Operating Agent may at any time designate as Servicer any Person to succeed the event that TRI Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or the Trustee, as applicable, is unable to designate a any successor Servicer, on the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth condition in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby each case that any such Person agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted of Servicer pursuant to the Lockbox Accounts and Victxx xxxll have no such rights terms of withdrawal. TRI may at any time designate any Person (including itself) to replace Victxx xx Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any of its obligations as Servicer as a result of such delegationthis Agreement.

Designation of Servicer. (a) The servicing, administering administration and enforcement of collection of the Receivables shall be conducted by the such Person (the "“Servicer"”) so designated from time to time in accordance with this Section 5.028.1. Victxx xx PDCo is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof, provided that TRI or, subject to of this Agreement. The Agent (on behalf of the terms set forth in the RPA, the Trustee Purchasers) may, upon and at the direction of the Required Purchasers shall, at any time following the occurrence of a an Amortization Event designate as Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed PDCo or any successor Servicer. RECEIVABLES PURCHASE AGREEMENT Without the prior written consent of the Agent and the Required Purchasers, PDCo shall not be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (i) an Originator (with respect to Receivables originated by such successor Servicer on the condition that Originator), (ii) Seller and (iii) with respect to certain Charged-Off Receivables, outside collection agencies and lawyers in accordance with its customary practices. None of Seller or any such Originator shall be permitted to further delegate to any other Person so designated shall agree to perform any of the duties and obligations or responsibilities of the Servicer provided herein or in the RPAdelegated to it by PDCo. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may If at any time the Agent shall designate as Servicer any Person other than PDCo, all duties and responsibilities theretofore delegated by PDCo to Seller and any Originator may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to PDCo and to Seller. Notwithstanding the foregoing subsection (including itselfb), (i) PDCo shall be and remain primarily liable to replace Victxx xx the Agent, the Purchaser Agents and the Purchasers and the Hedge Providers (if any) for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agent, the Purchaser Agents and the Purchasers shall be entitled to deal exclusively with PDCo in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Agent, the Purchaser Agents and the Purchasers shall not be required to give notice, demand or Collection Agentother communication to any Person other than PDCo in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. For so long as Victxx xx PDCo, at all times that it is the Servicer, Victxx xxx shall be responsible for providing any sub-servicer or other delegate certain servicing obligations of the Servicer with any notice given to Sellers, but Victxx xxxll not be relieved of any of its obligations as the Servicer as a result of such delegationunder this Agreement.

Designation of Servicer. The servicing, administering administration and enforcement of collection of the Transferred Receivables shall be conducted by the such Person (the "“Servicer"”) so designated hereunder from time to time. Until the RPA Final Payment Date, the U.S. Seller (or such other Person as may be designated from time to time in accordance with this Section 5.02. Victxx xx under the RPA) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Following the RPA Final Payment Date, provided that TRI orthe Purchaser, subject by notice to the terms set forth in the RPAU.S. Seller, the Trustee may, upon the occurrence of a Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree to perform the duties and obligations of the Servicer provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may at any time designate as Servicer any Person (including itself) to replace Victxx xx succeed the U.S. Seller or any successor Servicer, if such Person shall consent and agree to the terms hereof. Upon the U.S. Seller’s receipt of such notice, the U.S. Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or Collection Agentits designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the U.S. Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the U.S. Seller responsible with respect thereto. For so long as Victxx xx The Servicer may, with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any ’s liability for performance of its duties and obligations pursuant to the terms hereof, and any such subcontract shall terminate upon designation of a successor Servicer. The Servicer hereby appoints ACI as subservicer (ACI, in such capacity, the “Subservicer”) to perform the servicing, administration and collections functions of the Servicer hereunder; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a result Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.07. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of such delegationthe Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Purchaser hereby consents to the designation of ACI as subservicer hereunder.

Designation of Servicer. The servicing, administering billing, administration and enforcement of collection of the Pool Receivables shall be conducted by the Person (the "Servicer") Servicer so designated hereunder from time to time. Until the Administrative Agent (with the consent or at the direction of the Majority Managing Agents) gives notice to the Seller of the designation of a new Servicer (which notice may be given at any time in accordance with this Section 5.02. Victxx xx following the occurrence and during the continuation of a Servicer Replacement Event), Medco is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Medco may not resign from the obligations and liabilities hereby imposed on it, provided that TRI orunless required to do so by law as evidenced by an opinion of counsel in form and substance satisfactory to each Managing Agent. The Administrative Agent (with the consent or at the direction of the Majority Managing Agents), subject to the terms set forth in the RPA, the Trustee may, upon at any time after the occurrence and during the continuation of a Servicer Termination Replacement Event, give notice to Victxx xx the designation of a new may designate as Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree to perform the duties and obligations of the Servicer provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may at any time designate any Person (including itself) to replace Victxx xx succeed Medco or any successor Servicer, on such terms and conditions as the Administrative Agent and such successor Servicer shall agree. The Servicer may, with the prior consent of the Administrative Agent, subcontract with any other Person for the servicing, administration or Collection Agentcollection of the Receivables. For so long as Victxx xx Any such subcontract shall not affect the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any ’s liability for performance of its duties and obligations as pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Servicer as shall be deemed to be an action or omission by the Servicer (including, without limitation, for purposes of determining whether any Receivable is a result Diluted Receivable and for purposes of such delegationSections 6.06 and 10.01).

Designation of Servicer. The servicing, administering and enforcement of collection of the Receivables shall be conducted by the Person Citibank, N.A., London Branch (the "Servicer") or such other Person so designated from time to time in accordance with pursuant to this Section 5.02Clause 12(A). Victxx xx hereby Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch is designated as, and hereby agrees agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of, the of a Servicer pursuant to the terms hereofof this Deed. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, provided that TRI or, subject to the terms set forth in the RPA, the Trustee may, upon the occurrence of its duties and obligations as Servicer and each such Seller (each a Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer provided herein pursuant to the terms of this Deed in relation to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Deed, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Deed and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Deed. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or in collecting the RPAPurchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Deed. In The Operating Agent hereby agrees that Exide Dagenham will, from the event that TRI date hereof, subcontract with Exide Batteries the duties and obligations of Exide Dagenham as Sub-Servicer. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or the Trustee, as applicable, is unable to designate a any successor Servicer, on the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth condition in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby each case that any such Person agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted of Servicer pursuant to the Lockbox Accounts and Victxx xxxll have no such rights terms of withdrawal. TRI may at any time designate any Person (including itself) to replace Victxx xx Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any of its obligations as Servicer as a result of such delegationthis Deed.

Designation of Servicer. The servicing, administering administration ----------------------- and enforcement of collection of the Transferred Receivables shall be conducted by the such Person (the "Servicer") so designated hereunder from time to time in accordance with this Section 5.02time. Victxx xx The Seller is hereby -------- designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof, provided hereof and the parties hereto agree and acknowledge that TRI or, subject to the terms set forth in the RPA, the Trustee may, upon Seller shall act as Servicer hereunder until the occurrence of a Servicer Termination Eventan Event of Default under the Holland Loan Agreement. Upon the occurrence of an event of default under the Holland Loan Agreement, give the Seller agrees that, upon notice to Victxx xx the designation of Seller from the Purchaser or its designee, the Seller will terminate its activities as Servicer hereunder in a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on manner which the condition that any such Person so designated shall agree to perform Purchaser (or its designee) believes will facilitate the duties and obligations transition of the Servicer provided herein or in performance of such activities to the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor new Servicer, and the Trustee Seller shall serve as use its best efforts to assist the Servicer until a successor Servicer is designated pursuant Purchaser (or its designee) to Section 8.02(a) take over the servicing, administration and collection of the RPATransferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the Seller responsible with respect thereto. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may The Purchaser at any time after giving such notice may designate as Servicer any Person (including itself) to replace Victxx xx succeed the Seller or any successor Servicer, if such Person shall consent and agree to the terms hereof. The Servicer may, with the prior written consent of the Purchaser, subcontract with any other Person for the servicing, administration or Collection Agentcollection of Transferred Receivables. For so long as Victxx xx Any such subcontract shall not affect the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any 's liability for performance of its duties and obligations as Servicer as a result of such delegationpursuant to the terms hereof.

Designation of Servicer. Consistent with the Buyer’s ownership of the Transferred Assets, the Buyer shall have as against the Seller the sole right to service, administer and collect the Receivables, to assign such right and to delegate such right. The servicing, administering and enforcement of collection of the Receivables and the other Transferred Assets shall be conducted by the Person (the "“Servicer"”) so designated by the Buyer from time to time in accordance with this Section 5.026.01. Victxx xx Until the Collateral Agent gives notice to the Seller of the designation of a new Servicer, the Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof, provided that TRI or, subject to the terms set forth in the RPA, the Trustee . The Buyer may, at any time upon the occurrence of a ten Business Days prior written notice, designate as Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer the Seller on the condition any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof and shall be acceptable to the Collateral Agent; provided that the Buyer’s right to so designate a successor Servicer at any time is personal to the Buyer and may not be assigned to any other Person (including the Collateral Agent). The Collateral Agent may at any time from and after a Servicing Termination Event designate as Servicer any other Person to succeed the Seller 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 provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in hereof. The Servicer may, with the RPAprior written consent of the Buyer, until TRI or the Trustee gives notice to Victxx xx Majority Managing Agents and the designation of a new Collection Collateral Agent, TRI hereby designates Victxx xxsubcontract with any other Person for servicing, and Victxx xxxeby agrees to perform administering or collecting the Transferred Assets, provided that the Servicer shall remain liable for the performance of the duties and obligations of, of the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted Servicer pursuant to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawalterms hereof. TRI may at any time designate any Person (including itself) to replace Victxx xx The Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any of shall use reasonable care in performing its obligations duties as Servicer as a result hereunder and, without limiting the foregoing, shall service the Transferred Assets in accordance with the Credit and Collection Policy. The Servicer acknowledges that the Buyer has, pursuant to the Receivables Purchase Agreement, sold to the Purchasers thereunder Purchased Assets which will be serviced pursuant to Article VI of such delegationthe Receivables Purchase Agreement.

Designation of Servicer. The servicing, administering and enforcement of collection of the Receivables shall be conducted by the Person Citibank, N.A., London Branch (the "Servicer") or such other Person so designated from time to time in accordance with pursuant to this Section 5.02Clause 12(A). Victxx xx hereby Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch is designated as, and hereby agrees agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of, the of a Servicer pursuant to the terms hereofof this Agreement. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, provided that TRI or, subject to the terms set forth in the RPA, the Trustee may, upon the occurrence of its duties and obligations as Servicer and each such Seller (each a Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer provided herein pursuant to the terms of this Agreement in relation to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or in collecting the RPAPurchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. In The Operating Agent may at any time designate as Servicer any Person to succeed the event that TRI Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or the Trustee, as applicable, is unable to designate a any successor Servicer, on the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth condition in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby each case that any such Person agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted of Servicer pursuant to the Lockbox Accounts and Victxx xxxll have no such rights terms of withdrawal. TRI may at any time designate any Person (including itself) to replace Victxx xx Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any of its obligations as Servicer as a result of such delegationthis Agreement.

Designation of Servicer. The servicing, administering administration ----------------------- and enforcement of collection of the Transferred Receivables shall be conducted by the such Person (the "Servicer") so designated hereunder from time to time in accordance with this Section 5.02time. Victxx xx Until the Purchaser -------- or its assignee gives notice to the Parent of the designation of a new Servicer, the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof, provided . The Parent agrees that TRI or, subject to the terms set forth in the RPA, the Trustee may, upon the occurrence of a Servicer Termination Event, give such notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree to perform the duties and obligations of the Servicer provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may be given at any time in the Purchaser's or assignee's discretion. Upon the Parent's receipt of such notice, the Parent agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the Parent shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the Parent responsible with respect thereto. The Purchaser at any time after giving such notice may designate as Servicer any Person (including itself) to replace Victxx xx succeed the Parent or any successor Servicer, if such Person shall consent and agree to the terms hereof. The Servicer may, with the prior consent of the Purchaser, subcontract with any other Person for the servicing, [Purchase and Contribution Agreement] administration or Collection Agentcollection of Transferred Receivables. For so long as Victxx xx Any such subcontract shall not affect the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any 's liability for performance of its duties and obligations as Servicer as a result of such delegationpursuant to the terms hereof.

Designation of Servicer. The servicing, administering ----------------------- and enforcement of collection of the Lease Receivables shall be conducted by the Person (the "Servicer") Servicer so designated from time to time in accordance with this Section 5.026.01. Victxx xx The Agent ------------ hereby designated asdesignates the Transferor as Servicer with respect to the Pledged Assets hereunder. Until the Agent gives notice to the Transferor and the Servicer of the designation of a new Servicer as described below, and the Transferor hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The parties hereto acknowledge that Trinity Capital Corporation and any other Person approved by the Agent may perform certain of the duties and obligations of the Servicer as subservicers, provided provided, that TRI or, subject to the terms set forth in Servicer shall -------- remain liable and responsible for the RPA, the Trustee may, upon the occurrence performance of any such duties and obligations. The Agent may at any time following a Servicer Termination Event, give notice to Victxx xx the designation of a new Default designate as Servicer any Person (including itself) to succeed Victxx xxx may thereafter designate the Transferor or any Person to succeed such successor Servicer Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer provided herein pursuant to the terms hereof. The Transferor agrees that, upon its replacement as Servicer by the Agent, it will take such actions as the Agent may reasonably require and otherwise cooperate with the Agent and the successor Servicer in effecting the termination of its responsibilities and rights as Servicer hereunder including, without limitation, (i) assisting the successor Servicer in enforcing all rights under the Lease Receivables and Related Security, (ii) transferring, promptly upon receipt, to the successor Servicer any Collections or in other amounts related to the RPALease Receivables received by the Transferor, (iii) transferring to the successor Servicer all Records held by or under the control of the Transferor and (iv) following the replacement of the Transferor as Servicer, permit the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Lease Receivables and the Records and permit the successor Servicer to use all computer software that may facilitate the Servicer's access to and use of such information. In Upon the event that TRI or replacement of the Trustee, Transferor as applicable, is unable to designate a successor Servicer, the Trustee Transferor shall serve as no longer be entitled to the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of Fee accruing from and after the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may at any time designate any Person (including itself) to replace Victxx xx Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved of any of its obligations as Servicer as a result effective date of such delegationreplacement.

Designation of Servicer. The servicing, administering administration and enforcement of collection of the Receivables Purchased Assets shall be conducted by the Person (the "Servicer") Servicer so designated hereunder from time to time in accordance with this Section 5.02Accepted Servicing Practices for the benefit of the Agent, the Group Agents and the Purchasers. Victxx xx Until the Agent gives notice to the Servicer and the Sellers of the designation of a new Servicer after the occurrence of an Event of Default, American Home Mortgage Servicing, Inc. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof, provided that TRI or, subject to the terms set forth in the RPA, the Trustee may, upon the occurrence of a Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer to succeed Victxx xxx may thereafter designate any Person to succeed such successor Servicer on the condition that any such Person so designated shall agree to perform the duties and obligations of the Servicer provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in the RPA, until TRI or the Trustee gives notice to Victxx xx the designation of a new Collection Agent, TRI hereby designates Victxx xx, and Victxx xxxeby agrees to perform the duties and obligations of, the Collection The Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted to the Lockbox Accounts and Victxx xxxll have no such rights of withdrawal. TRI may at any time following the occurrence of an Event of Default designate as Servicer any Person (including itself) to replace Victxx xx succeed AHM Servicing. Without the prior written consent of the Required Group Agents, the Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll shall not be relieved permitted to delegate any of its duties or responsibilities as Servicer to any Person; provided that, the consent of the Required Group Agents shall not be required for (i) the delegation of certain duties and responsibilities related to the payments of taxes and insurance, construction inspections and other matters, where such delegations are consistent with Accepted Servicing Practices or (ii) the delegation of any of its obligations duties or responsibilities to any Seller. If the Agent shall designate as Servicer as a result any Person other than AHM Servicing, all duties and responsibilities theretofore delegated by AHM Servicing may, following an Event of such delegationDefault, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to AHM Servicing. Notwithstanding the foregoing, (i) AHM Servicing shall be and remain primarily liable to the Agent, the Group Agents and the Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer under the Transaction Documents and (ii) the Agent, the Group Agents and the Purchasers shall be entitled to deal exclusively with AHM Servicing in matters relating to the discharge by the Servicer of its duties and responsibilities under the Transaction Documents. The Agent, the Group Agents and the Purchasers shall not be required to give notice, demand or other communication to any Person other than AHM Servicing in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. AHM Servicing, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Letter Agreement.

Designation of Servicer. The servicing, administering and enforcement of collection of the Pool Receivables shall be conducted serviced, administered and collected by the Person (the "“Servicer"”) designated to do so designated from time to time in accordance with this Section 5.026.01. Victxx xx Until the Agent designates a new Servicer, Crown (USA) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may at any time, provided that TRI or, subject to with the terms set forth in the RPA, the Trustee may, consent of or upon the occurrence instruction of a the Required Purchasers, designate as Servicer Termination Event, give notice to Victxx xx the designation of a new Servicer any Person (including itself) to succeed Victxx xxx may thereafter designate Crown (USA) or any Person to succeed such successor Servicer on the condition that any Servicer, if such Person so designated (other than itself) shall agree in writing to perform the duties and obligations of the Servicer provided herein or in the RPA. In the event that TRI or the Trustee, as applicable, is unable to designate a successor Servicer, the Trustee shall serve as the Servicer until a successor Servicer is designated pursuant to Section 8.02(a) of the RPA. In addition to the foregoing, and subject to the terms set forth in hereof. The Servicer may subcontract with each other Originator to service, administer or collect the RPAPool Receivables that such other Originator creates, until TRI or and may, with the Trustee gives notice to Victxx xx prior consent of the designation of a new Collection Agent, TRI hereby designates Victxx xxsubcontract with any other Person to service, administer or collect the Pool Receivables, provided that (i) such other Originator or other Person with whom the Servicer so subcontracts shall not become the Servicer hereunder unless the Required Purchasers shall have consented thereto (it being agreed and Victxx xxxeby agrees to perform understood that there shall only be one Servicer at any time), (ii) the Servicer shall remain liable for the performance of the duties and obligations of, of the Collection Agent under the RPA. It is expressly understood that, as between Victxx xxx TRI, TRI will retain responsibility for withdrawing all amounts remitted Servicer pursuant to the Lockbox Accounts terms hereof, (iii) the Purchasers and Victxx xxxll the Agent shall not be deemed to be parties to any sub-servicing agreement and shall have no such rights obligations, duties or liabilities with respect to any sub-servicer, (iv) the Servicer may not subcontract with any Canadian (as defined in Section 11.16) as a sub-servicer other than in accordance with Section 11.16, and the failure to comply with the provisions of withdrawal. TRI may at any time designate any Person Section 5.05(e) or 11.16 of this Agreement, Section 2.01(d) of the Receivables Contribution and Sale Agreement (including itselfas it relates to compliance with the last paragraph of Section 5.01 of the Receivables Contribution and Sale Agreement and Section 11.16 of this Agreement) to replace Victxx xx Servicer or Collection Agent. For so long as Victxx xx the Servicer, Victxx xxx delegate certain servicing obligations to Sellers, but Victxx xxxll not be relieved last paragraph ofSection 5.01 of the Receivables Contribution and Sale Agreement shall constitute a termination of any such sub-servicer appointed by such Servicer and (v) any replacement of its obligations as any Servicer as shall constitute a result termination of any sub-servicer appointed by such delegationServicer.