Common use of Designation of Servicer Clause in Contracts

Designation of Servicer. The servicing, administration and collection of the Pool Receivables shall be conducted by the Servicer so designated hereunder from time to time. Until the Agent gives notice to the Seller of the designation of a new Servicer in accordance with the provisions of the next sentence, ACSC 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 after the occurrence and during the continuance of a Servicer Default, designate as Servicer any Person (including itself) to succeed ACSC or any successor Servicer, if such Person shall consent and agree to the terms hereof. The Servicer may, with the prior consent of the Agent, subcontract with any other Person for the servicing, administration or collection of the Pool Receivables. Any such subcontract shall not affect the Servicer’s liability for performance of its duties and obligations pursuant to the terms hereof, and any such subcontract shall automatically 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 and with respect to the other Transaction Documents; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.09. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Agent hereby consents to the designation of ACI as subservicer hereunder.

Designation of Servicer. The servicing, billing, administration and collection of the Pool Receivables shall be conducted by the 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 in accordance with (which notice may be given at any time following the provisions occurrence and during the continuation of the next sentencea Servicer Replacement Event), ACSC 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, unless 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 may(with the consent or at the direction of the Majority Managing Agents), at any time after the occurrence and during the continuance continuation of a Servicer DefaultReplacement Event, may designate as Servicer any Person (including itself) to succeed ACSC Medco or any successor Servicer, if on such Person terms and conditions as the Administrative Agent and such successor Servicer shall consent and agree to the terms hereofagree. The Servicer may, with the prior consent of the Administrative Agent, subcontract with any other Person for the servicing, administration or collection of the Pool Receivables. Any such subcontract shall not affect the Servicer’s 's liability for performance of its duties and obligations pursuant to the terms hereof, and any such subcontract shall automatically terminate upon designation of a successor Servicer. The Servicer hereby appoints ACI as subservicer (ACI, in such capacity, Without limiting the “Subservicer”) to perform the servicing, administration and collections functions generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Servicer hereunder shall be deemed to be an action or omission by the Servicer (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and with respect to the other Transaction Documents; provided that the foregoing designation for purposes of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.09. In no instance will the servicing Sections 6.06 and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy10.01). The Agent hereby consents to the designation of ACI as subservicer hereunder.

Designation of Servicer. The servicing, administration administering ----------------------- and collection of the Pool Lease Receivables shall be conducted by the Servicer Person (the "Servicer") so designated hereunder from time to timetime in accordance with this Section -------- ------- 6.02. Until the Agent gives notice to the Seller Borrower (as provided below) of the ---- designation of a new Servicer in accordance with the provisions of the next sentenceas provided below, ACSC LSI 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 may only designate as Servicer any time after Person to succeed LSI or any successor Servicer upon ten Business Days' prior written notice following the occurrence and during the continuance of a Servicer Default, designate as Servicer and on the condition in each case that any Person (including itself) to succeed ACSC or any successor Servicer, if such Person so designated shall consent agree to perform the duties and agree obligations of the Servicer pursuant to the terms hereof. The Servicer may, with the prior consent of the Agent, which consent shall not be unreasonably withheld and is hereby given with respect to any Permitted Subservicer, subcontract with any other Person for the servicing, administration administering or collection collecting the Pledged Lease Receivables, provided that the Servicer shall remain liable for the performance of the Pool Receivables. Any such subcontract shall not affect the Servicer’s liability for performance of its duties and obligations of the Servicer pursuant to the terms hereof, and any such subcontract shall automatically terminate upon designation of a successor Servicer. The Servicer shall not resign from the obligations and duties hereby appoints ACI as subservicer (ACI, in such capacity, the “Subservicer”) to perform the servicing, administration and collections functions of the Servicer hereunder and with respect to the other Transaction Documents; provided imposed on it except upon determination that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification performance of a Receivable in accordance with Section 6.02(c) or its duties hereunder is no longer permissible under applicable law and (ii) contravene or otherwise exceed or violate Section 6.09. In there is no instance will reasonable action which the servicing and subservicing Servicer could take to make the performance of its duties hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Agent hereby consents to the designation of ACI as subservicer hereunderpermissible under applicable law.

Designation of Servicer. The servicing, administration and collection of the Pool Receivables shall be conducted by the Servicer so designated hereunder from time to time. Until the Agent gives notice to the Seller of the designation of a new Servicer in accordance with the provisions of the next sentence, ACSC 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 after the occurrence and during the continuance of a Servicer Default, designate as Servicer any Person (including itself) to succeed ACSC or any successor Servicer, if such Person shall consent and agree to the terms hereof. The Servicer may, with the prior consent of the Agent, subcontract with any other Person for the servicing, administration or collection of the Pool Receivables. Any such subcontract shall not affect the Servicer’s 's liability for performance of its duties and obligations pursuant to the terms hereof, and any such subcontract shall automatically 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 and with respect to the other Transaction Documents; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.09. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Agent hereby consents to the designation of ACI as subservicer hereunder.

Designation of Servicer. The servicing, administration administering and collection of the Pool Receivables Assets shall be conducted by the Servicer Person (the "Servicer") so designated hereunder from time to timetime in accordance with this Section 6.01. Until the Deal Agent gives notice to the Seller of the designation of a new Servicer, the Initial Servicer in accordance with the provisions of the next sentence, ACSC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent may, at may only designate as Servicer the Backup Servicer to succeed the Initial Servicer or any time after successor Servicer to succeed the Backup Servicer upon two Business Days' prior written notice following the occurrence and during the continuance of a Servicer DefaultDefault or, designate as Servicer any Person (including itself) to succeed ACSC or any successor in the case of the Initial Servicer, if an Event of Termination, and on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof and of any other Facility Documents. The Servicer may subcontract with any other Person for administering, servicing or collection any Delinquent Asset or Defaulted Asset and, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for servicing, administering or collecting the Purchased Assets, provided that the Servicer shall remain liable for the performance of the duties and agree obligations of the Servicer pursuant to the terms hereof. The Servicer may, with the prior consent of the Agent, subcontract with any other Person for the servicing, administration or collection of the Pool Receivables. Any such subcontract shall not affect resign from the Servicer’s liability for obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and obligations pursuant to the terms hereof, and any such subcontract shall automatically 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 and with respect to the other Transaction Documents; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.09. In there is no instance will reasonable action which the servicing and subservicing Servicer could take to make the performance of its duties hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Agent hereby consents to the designation of ACI as subservicer hereunderpermissible under applicable law.

Designation of Servicer. The servicing, administration administering ----------------------- and collection of the Pool Receivables Assets shall be conducted by the Servicer Person (the "Servicer") -------- so designated hereunder from time to timetime in accordance with this Section 6.01. Until the ------------ Deal Agent gives notice to the Seller of the designation of a new Servicer in accordance with Servicer, the provisions of the next sentence, ACSC Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent may, at any time after the occurrence and during the continuance of a Servicer Default, may only designate as Servicer any Person (including itself) to succeed ACSC the Originator or any successor ServicerServicer upon two Business Days' prior written notice following the occurrence of a Servicer Default or an Event of Termination, if and on the condition in each case that any such Person so designated shall consent agree to perform the duties and agree obligations of the Servicer pursuant to the terms hereof. The Servicer may, with the prior consent of the Deal Agent, which consent shall not be unreasonably withheld, subcontract with any other Person for the servicing, administration administering or collection collecting the Purchased Asset, provided that the Servicer shall remain liable for the performance of the Pool Receivables. Any such subcontract shall not affect the Servicer’s liability for performance of its duties and obligations of the Servicer pursuant to the terms hereof, and any such subcontract shall automatically terminate upon designation of a successor Servicer. The Servicer shall not resign from the obligations and duties hereby appoints ACI as subservicer (ACI, in such capacity, the “Subservicer”) to perform the servicing, administration and collections functions of the Servicer hereunder and with respect to the other Transaction Documents; provided imposed on it except upon determination that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification performance of a Receivable in accordance with Section 6.02(c) or its duties hereunder is no longer permissible under applicable law and (ii) contravene or otherwise exceed or violate Section 6.09. In there is no instance will reasonable action which the servicing and subservicing Servicer could take to make the performance of its duties hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Agent hereby consents to the designation of ACI as subservicer hereunderpermissible under applicable law.

Designation of Servicer. The servicing, administration and collection of the Pool Receivables shall be conducted serviced, administered and collected by the Servicer Person (the “Servicer”) designated to do so designated hereunder from time to timetime in accordance with this Section 6.01. Until the Agent gives notice to the Seller of the designation of designates a new Servicer in accordance with the provisions of the next sentenceServicer, ACSC 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, may at any time after following the occurrence and during the continuance of a Servicer Defaultan Event of Termination, with the consent of or upon the instruction of the Majority Facility Agents, designate as Servicer any Person (including itself) to succeed ACSC Crown (USA) or any successor Servicer, if such Person (other than itself) shall consent agree in writing to perform the duties and agree obligations of the Servicer pursuant to the terms hereof. The Servicer may subcontract with any Originator to service, administer or collect the Pool Receivables that such Originator creates, and may, with the prior consent of the Agent, subcontract with any other Person for the servicingto service, administration administer or collection of collect the Pool Receivables. Any , provided that (i) such subcontract Originator or other Person with whom the Servicer so subcontracts shall not affect become the Servicer’s liability Servicer hereunder unless the Majority Facility Agents shall have consented thereto (it being agreed and understood that there shall only be one Servicer at any time), (ii) the Servicer shall remain liable for the performance of its the duties and obligations of the Servicer pursuant to the terms hereof, and any such subcontract shall automatically terminate upon designation of a successor Servicer. The Servicer hereby appoints ACI as subservicer (ACI, in such capacityiii) the Purchasers, the “Subservicer”) Facility Agents and the Agent shall not be deemed to perform the servicingbe parties to any sub-servicing agreement and shall have no obligations, administration and collections functions of the Servicer hereunder and duties or liabilities with respect to any sub-servicer, (iv) the Servicer may not subcontract with any Canadian (as defined in Section 11.15) as a sub-servicer other Transaction Documents; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable than in accordance with Section 6.02(c11.15, and the failure to comply with the provisions of Section 5.05(e) or (ii11.15 of this Agreement, Section 2.01(d) contravene or otherwise exceed or violate Section 6.09. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy Sale Agreement (and ACI shall continue its servicing and administration as it relates to compliance with the last paragraph of Section 5.01 of the Insurance Policy). The Agent hereby consents to Sale Agreement and Section 11.15 of this Agreement) or the designation last paragraph of ACI as subservicer hereunderSection 5.01 of the Sale Agreement shall constitute a termination of any such sub-servicer appointed by such Servicer and (v) any replacement of any Servicer shall constitute a termination of any sub-servicer appointed by such Servicer.

Designation of Servicer. (a) The servicing, administration administering and collection of the Pool Receivables shall be conducted by the Servicer so designated hereunder from time to timetime in accordance with this Section 6.01. Until the Agent gives notice to the Seller and the Servicer of the designation of a new Servicer in accordance with the provisions of the next sentencefollowing a Servicer Default, ACSC ACCO is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, may at any time after the occurrence and during the continuance of following a Servicer Default, Default designate as Servicer any Person (including itself) to succeed ACSC ACCO or any successor Servicer, if on the condition in each case that any such Person so designated shall consent agree to perform the duties and agree obligations of the Servicer pursuant to the terms hereof. The ACCO agrees that, upon its replacement as Servicer may, with the prior consent of by the Agent, subcontract 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 Receivables and Related Security, (ii) transferring, promptly upon receipt, to the successor Servicer any Collections or other Person for amounts related to the servicingReceivables received by ACCO, administration (iii) transferring to the successor Servicer all Records held by or collection under the control of ACCO to the Pool Receivables. Any such subcontract shall not affect extent permitted by applicable agreement and by law and (iv) following the replacement of ACCO as Servicer, permit the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Receivables and the Records and permit the successor Servicer to use all computer software that may facilitate the Servicer’s liability for performance access to and use of its duties and obligations pursuant such information to the terms hereofextent permitted by applicable agreements or by law, and any such subcontract shall automatically terminate upon designation of a provided, however, that the Seller will use its commercially reasonable efforts to obtain consents from licensors if necessary to permit the successor Servicer’s use of computer software. The Servicer hereby appoints ACI Upon the replacement of ACCO as subservicer (ACIServicer, in such capacity, the “Subservicer”) ACCO shall no longer be entitled to perform the servicing, administration and collections functions of the Servicer hereunder Fee accruing from and with respect to after the other Transaction Documents; provided that the foregoing designation effective date of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.09. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Agent hereby consents to the designation of ACI as subservicer hereundersuch replacement.

Designation of Servicer. The servicing, administration and collection of the Pool Receivables shall be conducted serviced, administered and collected by the Servicer Person (the “Servicer”) designated to do so designated hereunder from time to timetime in accordance with this Section 6.01. Until the Agent gives notice to the Seller of the designation of designates a new Servicer in accordance with the provisions of the next sentenceServicer, ACSC 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, may at any time after time, with the occurrence and during consent of or upon the continuance instruction of a Servicer Defaultthe Required Purchasers, designate as Servicer any Person (including itself) to succeed ACSC Crown (USA) or any successor Servicer, if such Person (other than itself) shall consent agree in writing to perform the duties and agree obligations of the Servicer pursuant to the terms hereof. The Servicer may subcontract with each other Originator to service, administer or collect the Pool Receivables that such other Originator creates, and may, with the prior consent of the Agent, subcontract with any other Person for the servicingto service, administration administer or collection of collect the Pool Receivables. Any , provided that (i) such subcontract other Originator or other Person with whom the Servicer so subcontracts shall not affect become the Servicer’s liability Servicer hereunder unless the Required Purchasers shall have consented thereto (it being agreed and understood that there shall only be one Servicer at any time), (ii) the Servicer shall remain liable for the performance of its the duties and obligations of the Servicer pursuant to the terms hereof, (iii) the Purchasers and the Agent shall not be deemed to be parties to any such subcontract sub-servicing agreement and shall automatically terminate upon designation of a successor Servicer. The Servicer hereby appoints ACI as subservicer (ACIhave no obligations, in such capacity, the “Subservicer”) to perform the servicing, administration and collections functions of the Servicer hereunder and 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 Transaction Documents; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable than in accordance with Section 6.02(c11.16, and the failure to comply with the provisions of Section 5.05(e) or (ii11.16 of this Agreement, Section 2.01(d) contravene or otherwise exceed or violate Section 6.09. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy Receivables Contribution and Sale Agreement (and ACI shall continue its servicing and administration as it relates to compliance with the last paragraph of Section 5.01 of the Insurance Policy). The Agent hereby consents to Receivables Contribution and Sale Agreement and Section 11.16 of this Agreement) or the designation last paragraph ofSection 5.01 of ACI as subservicer hereunderthe Receivables Contribution and Sale Agreement shall constitute a termination of any such sub-servicer appointed by such Servicer and (v) any replacement of any Servicer shall constitute a termination of any sub-servicer appointed by such Servicer.

Designation of Servicer. The servicing, administration and collection of the Pool Funded Receivables shall be conducted by such Person (the Servicer “Servicer”) so designated hereunder from time to time. Until the Agent Lender or its assignee gives notice to the Seller of Originator or the designation of a new Servicer in accordance with (which it may only do upon the provisions occurrence of an Event of Termination), the next sentence, ACSC Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent mayOriginator agrees that such notice may be given at any time in the Lender’s or assignee’s discretion. Upon the Originator’s receipt of such notice, the Originator agrees that it will terminate its activities as Servicer hereunder in a manner in which the Lender (or its designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the Originator shall use its best efforts to assist the Lender (or its designee) to take over the servicing, administration and collection of the Funded 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 Funded Receivables maintained in its capacity as Servicer and access to all employees and officers of the Originator responsible with respect thereto. The Lender at any time after the occurrence and during the continuance of a Servicer Default, giving such notice may designate as Servicer any Person (including itself) to succeed ACSC the Originator or any successor Servicer, if such Person shall consent and agree to the terms hereof. The Servicer may, with the prior consent of the AgentLender, subcontract with any other Person for the servicing, administration or collection of the Pool Funded Receivables. Any such subcontract shall not affect the Servicer’s liability for performance of its duties and obligations pursuant to the terms hereof, and any such subcontract shall automatically 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 and with respect to the other Transaction Documents; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.09. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Agent hereby consents to the designation of ACI as subservicer hereunder.