Common use of Servicing of Receivables Clause in Contracts

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the Servicer, which hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance with its interests, all records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after a Servicer Default (as defined in the Pooling and Servicing Agreement), a Successor Servicer shall be appointed as provided in Article X of the Pooling and Servicing Agreement. The Purchaser agrees to pay the Servicer a Servicing Fee for the Servicer's performance of the duties and obligations described in this Section 2.2 and in Article III of the Pooling and Servicing Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the ServicerMxXxx'x, which hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer MxXxx'x employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee Agent and the Purchaser, the Servicer MxXxx'x may delegate certain functions to the Subservicers; providedPxxxxxxx'x, however, no such delegation shall relieve the Servicer MxXxx'x of its obligations hereunder. The Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, Security and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance with its interests, all records Records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Termination Event or a Servicer Default (each as defined in the Pooling and Servicing Transfer Agreement), a Successor Servicer the Agent or Enterprise, shall be appointed as provided have the absolute and unlimited right to terminate the MxXxx'x servicing activities described in Article X this Section 2.2. In consideration of the Pooling and Servicing Agreement. The foregoing, the Purchaser agrees to pay the Servicer a Servicing Fee servicing fee of 2.00% per annum on the aggregate Out- standing Principal Balance of Receivables sold, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and 2.2; provided that any such monthly payment shall be reduced by any amounts payable in Article III of such month by Enterprise or the Pooling and Servicing Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, Bank Investors to the extent necessary Servicer, in its capacity as Servicer pursuant to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensorTransfer Agreement. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Servicing of Receivables. (a) The servicing, ------------------------ administering administration and collection of the Receivables shall be conducted by the Servicer, which hereby agrees all on the terms set out in (and subject to performany rights to terminate the initial Servicer as servicer pursuant to) the Servicing Agreement. (b) In order to facilitate and/or expedite the servicing, take or cause to be taken all such action as administration and collection of the Receivables, it may be necessary or advisable otherwise desirable for the Purchaser and/or any Person designated by the Purchaser (including the Agent and the Servicer) to collect act under a power of attorney from the Seller. Accordingly, to the fullest extent permitted by applicable law, the Seller hereby grants to the Purchaser and each Receivable from time to timePerson designated by the Purchaser (including the Agent and the Servicer) an irrevocable power of attorney, all in accordance which power of attorney is coupled with applicable laws, rules an interest and regulations which is assignable by the Purchaser and with the care and diligence which the Servicer employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and any such Person designated by the Purchaser, with full power of substitution and with full authority in the Servicer may delegate certain functions to place and stead of the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser's rights and interests inSeller, to take any and under all steps in the Receivables, the Related Security, if any, and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for Seller’s name and on behalf of the Seller as is necessary or desirable, in the reasonable determination of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for or any such Person designated by the Purchaser, in accordance with its interests, to (i) collect any and all records which evidence amounts or relate to the portions thereof due under any and all Receivables or Related Security, if any, including endorsing the name of the Seller on checks and other instruments representing Collections and proceeds with respect theretoenforcing such Receivables, Related Security and any related Contracts, (ii) take any and all other actions necessary or desirable, in the opinion of the Purchaser or any such Person designated by the Purchaser, to the enforcement, servicing, administration and/or collection of the Receivables and/or the other Affected Assets. Notwithstanding anything to the contrary contained hereinin this Section 4.1(b), from and after a Servicer Default (as defined A) no exercise of the powers conferred upon the Purchaser or any other Person designated by the Purchaser pursuant to this Section 4.1(b) or the power of attorney delivered pursuant hereto shall subject the Purchaser and/or any such Person to any liability, except for the Purchaser’s or any such Person’s gross negligence or wilful misconduct in the Pooling exercise of such powers, and Servicing Agreement)(B) such powers shall not confer any obligations upon the Purchaser and/or such Person in any manner whatsoever to exercise such powers and, a Successor Servicer shall be appointed as provided in Article X for the avoidance of doubt, no failure or delay on the part of the Pooling Purchaser and/or any other Person designated by the Purchaser pursuant to this Section 4.1(b) or the power of attorney delivered pursuant hereto to exercise any such powers, nor the invalidity or inadequacy of any exercise thereof, shall give rise to any liability on the part of the Purchaser or such other Person. To further such end and Servicing upon execution of this Agreement, the Seller shall, on or prior to the Closing Date, execute and deliver to the Purchaser and the other Persons identified therein a Power of Attorney substantially in the form of Exhibit A hereto. The Purchaser hereby agrees that it will use reasonable efforts to pay give, and to procure that any Person designated by it gives, the Servicer a Servicing Fee Seller and MAI prior written notice of its exercise of the powers conferred upon it pursuant to this Section 4.1(b) or the power of attorney delivered pursuant hereto; provided that the Seller hereby acknowledges and agrees that no failure on the part of the Purchaser or such other Person to give the Seller and/or MAI any such notice shall in any way affect the right of the Purchaser or any such other Person to exercise such rights conferred pursuant to this Section 4.1(b) or the power of attorney delivered pursuant hereto or give rise to any liability on the part of the Purchaser or such other Person, except for the Servicer's performance of Purchaser’s or any such Person’s gross negligence or wilful misconduct in giving such notice. Notwithstanding anything to the duties and obligations described contrary contained in this Section 2.2 4.1 (b), the parties hereto acknowledge and in Article III agree that (I) the powers conferred upon the Purchaser pursuant to this Section 4.1(b) shall not be directly exercised by the Purchaser, and will only be exercised by the Servicer pursuant to (and subject to all of the Pooling and limitations contained in) the Servicing Agreement, and (II) the Purchaser shall exercise the powers conferred upon it pursuant to any other power of attorney granted to it in connection with the Transaction Documents only in accordance with clause (I). (bc) The Seller hereby grants to each agrees, for the benefit of the Purchaser and its assigns, that it will cooperate with and assist the Servicer an irrevocable(including any successor Servicer appointed pursuant to the Servicing Agreement) in any reasonable manner such Servicer requests to facilitate the performance of its duties under the Servicing Agreement (and, non-exclusive license to usein the case of a successor Servicer, without royalty or payment its transition). Such cooperation shall include (i) the endorsement of any kindcheck or other instrument representing Collections or Affected Assets, all software used by (ii) the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent execution of any licensor power of attorney or other similar instrument necessary or desirable in connection with the enforcement or servicing of the Receivables and other Affected Assets, and (iii) access to, transfer of, and use by, the new Servicer of any records, licenses, hardware or software necessary or desirable to collect the Receivables and otherwise service the Affected Assets. (d) The Seller hereby irrevocably agrees to, and agrees to such grant cause each of its Subsidiaries to, act as the data-processing agent of the license described herein be requiredServicer and, in such capacity, the Seller hereby agrees and any such Subsidiary thereof shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that MAI conducted such data-processing functions while it acted as the Servicer. (e) Notwithstanding anything herein to the contrary, the Seller shall ensure that no personal or other information in, or otherwise relating to, any Contract, Receivable, any Collection related thereto, or any other Affected Asset or any Record (“Relevant Personal Data”) is transmitted or delivered to, or otherwise received by, the Purchaser, the Agent or any other Indemnified Party if such transmission, delivery or receipt would result in the violation by such Person of any legislation or regulation relating to data protection; provided that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee)Agent at any time after an Event of Default has occurred and is continuing, the Seller will use shall, at its reasonable efforts own expense, co-operate, assist and otherwise take all necessary actions as may be required to obtain ensure that all Relevant Personal Data is transferred to the consent of Agent (or such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on other Person as the date this Agreement terminates Agent may direct) in accordance with its termsall applicable Law, including entering into any further deeds or documents which may be required to comply with any such legislation or regulations relating to data protection.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by each of the ServicerSellers, which as agents of the Collection Agent, in accordance with the terms and conditions of the Receivables Transfer Agreement. Each Seller hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with the terms and conditions of the Receivables Transfer Agreement, the Credit and Collection Policy and applicable laws, rules and regulations and with the care and diligence which each of the Servicer Sellers employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser hereby appoints each of the Servicer Sellers as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, Security and the Collections with respect thereto. To the extent permitted by applicable law, each Seller hereby grants to any Collection Agent appointed under the Receivables Transfer Agreement and at any time following the designation of a Collection Agent other than MascoTech, any Seller agrees or the Purchaser, to cooperate with and assist the Purchaser and Administrative Agent an irrevocable power of attorney to take in the Servicer in connection with any such efforts, including acting as agent for Seller's name and on behalf of the Purchaser Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent or the Administrative Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the Servicer in connection therewithrelated Contracts. The Servicer Each of the Sellers shall hold in trust for the Purchaser, in accordance with its interests, all records Records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds Proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default (as defined in Termination Event or a Collection Agent Default, the Pooling and Servicing Agreement)Administrative Agent, a Successor Servicer shall be appointed as provided in Article X upon written notice to the Collection Agent on behalf of the Pooling CP Conduit Purchasers and Servicing Agreementthe Committed Purchasers, shall have the absolute and unlimited right to terminate the Sellers' servicing activities described in this Section 2.02. The In consideration of the foregoing, the Purchaser agrees to pay each Seller a servicing fee of one percent (1.0%) per annum on the Servicer a Servicing Fee aggregate Outstanding Balance of the Receivables sold by such Seller, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and 2.02.; provided that any such monthly payment shall be reduced by any amounts payable in Article III of such month by the Pooling and Servicing CP Conduit Purchasers or the Committed Purchasers to MascoTech, in its capacity as Collection Agent pursuant to the Receivables Transfer Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the Servicer, which hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer employs in servicing similar receivables for its own account, in accordance with the Credit Card Charge Account Guidelines. With As provided in, and subject to the consent terms of, Section 8.7 of the Trustee Pooling and the PurchaserServicing Agreement, the Servicer may delegate certain functions to other Persons who agree to conduct such duties in accordance with the SubservicersCharge Account Guidelines; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance with its interests, all records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after a Servicer Default (as defined in the Pooling and Servicing Agreement)Default, a Successor Servicer shall be appointed as provided in Article X of the Pooling and Servicing Agreement. The Purchaser agrees to pay the Servicer a Servicing Fee for the Servicer's performance of the duties and obligations described in this Section 2.2 and in Article III of the Pooling and Servicing Agreement.a (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the Servicer, which hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance with its interests, all records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after a Servicer Default (as defined in the Pooling and Servicing Agreement), a Successor Servicer shall be appointed as provided in Article X of the Pooling and Servicing Agreement. The Purchaser agrees to pay the Servicer a Servicing Fee for the Servicer's performance of the duties and obligations described in this Section 2.2 and in Article III of the Pooling and Servicing Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by certain of the ServicerSellers (individually, which an "Agent Seller" and collectively, the "Agent Sellers"), as agents of the Collection Agent, in accordance with the terms and conditions of the Receivables Transfer Agreement. Each Agent Seller hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with the terms and conditions of the Receivables Transfer Agreement, the Credit and Collection Policy and applicable laws, rules and regulations and with the care and diligence which each of the Servicer Agent Sellers employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser Collection Agent hereby appoints the Servicer each Agent Seller as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, Security and the Collections with respect thereto. To the extent permitted by applicable law, each Seller hereby grants to any Collection Agent appointed under the Receivables Transfer Agreement and at any time following the designation of a Collection Agent other than Tyson, any Seller agrees or the Purchaser, to cooperate with and assist the Purchaser and Administrative Agent an irrevocable power of attorney to take in the Servicer in connection with any such efforts, including acting as agent for Seller's name and on behalf of the Purchaser Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent or the Administrative Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the Servicer in connection therewithrelated Contracts. The Servicer Collection Agent and each of the Sellers shall hold in trust for the Purchaser, in accordance with its interests, all records Records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds Proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default (as defined in Termination Event or a Collection Agent Default, the Pooling and Servicing Agreement)Administrative Agent, a Successor Servicer shall be appointed as provided in Article X upon written notice to the Collection Agent on behalf of the Pooling CP Conduit Purchasers and Servicing Agreement. The Purchaser agrees the Committed Purchasers, shall have the absolute and unlimited right to pay terminate the Servicer a Servicing Fee for the Servicer's performance of the duties and obligations Agent Sellers' servicing activities described in this Section 2.2 and in Article III of the Pooling and Servicing Agreement2.02. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering admin- istering and collection of the Receivables shall be conducted by the ServicerMxXxx'x, which hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer MxXxx'x employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee Agent and the Purchaser, the Servicer MxXxx'x may delegate certain servicing functions to the Subservicers; providedParisian, Inc., however, no such delegation shall relieve the Servicer MxXxx'x of its obligations hereunder. The Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, Security and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance accor- dance with its interests, all records Records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Termination Event, a Parisian Termination Event or a Servicer Default (each as defined in the Pooling and Servicing Transfer Agreement), a Successor Servicer the Agent or Enterprise, shall be appointed as provided have the absolute and unlim- ited right to terminate MxXxx'x servicing activities described in Article X this Section 2.2 (including therein the activities of any Person to whom MxXxx'x has delegated servicing functions pursuant to this Section 2.2). In consideration of the Pooling and Servicing Agreement. The foregoing, the Purchaser agrees to pay the Servicer a Servicing Fee servicing fee of 2.00% per annum on the aggregate Outstanding Principal Balance of Receivables sold, payable monthly, for the Servicer's performance its perfor- mxxxx of the duties and obligations described in this Section 2.2 and 2.2; provided that any such monthly payment shall be reduced by any amounts payable in Article III of such month by Enterprise or the Pooling and Servicing Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, Bank Investors to the extent necessary Servicer, in its capacity as Servicer pursuant to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensorTransfer Agree- ment. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the ServicerBusLease, which who hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer BusLease employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunderCollection Policy. The Purchaser hereby appoints the Servicer BusLease as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, together with the Related Security, if any, Leased Vehicles and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance with its interests, all records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default (Termination Event, the Purchaser shall, at the request of SPARC, the Secondary Purchaser or the Administrative Agent, terminate BusLease servicing activities described in this Section 2.2 and shall appoint a successor Servicer acceptable to or as defined in directed by SPARC, the Pooling and Servicing Agreement)Secondary Purchaser or the Administrative Agent, a Successor Servicer shall be appointed as provided in Article X applicable. In consideration of the Pooling and Servicing Agreement. The foregoing, the Purchaser agrees to pay BusLease a servicing fee of [**] percent ([**]%) per annum on the Servicer a Servicing Fee aggregate amount of Receivables sold, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and in Article III of the Pooling and Servicing Agreement2.2. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or ; PROVIDED that any such monthly payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates reduced by any amounts payable in such month to BusLease in accordance with Section 2.03(c)(ii) of the Receivables Purchase Agreement or the Secondary Purchase Agreement, as applicable. The obligations of BusLease hereunder in the administration, servicing and collection of Receivables may be delegated from time to time by BusLease to any of its termsAffiliates; PROVIDED that no such delegation of duties shall relieve BusLease of any of its duties and obligations hereunder.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by each of the ServicerSellers, which as agents of the Collection Agent, in accordance with the terms and conditions of the Receivables Transfer Agreement. Each Seller hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with the terms and conditions of the Receivables Transfer Agreement, the Credit and Collection Policy and applicable laws, rules and regulations and with the care and diligence which each of the Servicer Sellers employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent The Collection Agent hereby appoints each of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser hereby appoints the Servicer Sellers as its agent to enforce the Purchaser's ’s rights and interests in, to and under the Receivables, the Related Security, if any, Security and the Collections with respect thereto. To the extent permitted by applicable law, each Seller hereby grants to any Collection Agent appointed under the Receivables Transfer Agreement and at any time following the designation of a Collection Agent other than TriMas Corp., any Seller agrees or the Purchaser, to cooperate with and assist the Purchaser and Administrative Agent an irrevocable power of attorney to take in the Servicer in connection with any such efforts, including acting as agent for Seller’s name and on behalf of the Purchaser Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent or the Administrative Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the Servicer in connection therewithrelated Contracts. The Servicer Collection Agent and each of the Sellers shall hold in trust for the Purchaser, in accordance with its interests, all records Records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds Proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default (as defined in Termination Event or a Collection Agent Default, the Pooling and Servicing Agreement)Administrative Agent, a Successor Servicer shall be appointed as provided in Article X upon written notice to the Collection Agent on behalf of the Pooling RTA Purchasers, shall have the absolute and Servicing Agreementunlimited right to terminate the Sellers’ servicing activities described in this Section 2.02. The In consideration of the foregoing, while each Seller is acting as a sub-servicer hereunder, the Purchaser agrees to pay each Seller a servicing fee of 0.50% per annum on the Servicer a Servicing Fee aggregate Outstanding Balance of the Receivables sold by such Seller, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and 2.02; provided that any such monthly payment shall be reduced by any amounts payable in Article III of such month by the Pooling and Servicing RTA Purchasers to TriMas Corp., in its capacity as Collection Agent pursuant to the Receivables Transfer Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by each of the ServicerSellers, which as agents of the Collection Agent, in accordance with the terms and conditions of the Receivables Transfer Agreement. Each Seller hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance RECEIVABLES PURCHASE AGREEMENT with the terms and conditions of the Receivables Transfer Agreement, the Credit and Collection Policy and applicable laws, rules and regulations and with the care and diligence which each of the Servicer Sellers employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent The Collection Agent hereby appoints each of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser hereby appoints the Servicer Sellers as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, Security and the Collections with respect thereto. To the extent permitted by applicable law, each Seller hereby grants to any Collection Agent appointed under the Receivables Transfer Agreement and at any time following the designation of a Collection Agent other than TriMas Corp., Metaldyne Corporation, any Seller agrees or the Purchaser, to cooperate with and assist the Purchaser and Administrative Agent an irrevocable power of attorney to take in the Servicer in connection with any such efforts, including acting as agent for Seller's name and on behalf of the Purchaser Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent or the Administrative Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the Servicer in connection therewithrelated Contracts. The Servicer Collection Agent and each of the Sellers shall hold in trust for the Purchaser, in accordance with its interests, all records Records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds Proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default (as defined in Termination Event or a Collection Agent Default, the Pooling and Servicing Agreement)Administrative Agent, a Successor Servicer shall be appointed as provided in Article X upon written notice to the Collection Agent on behalf of the Pooling CP Conduit Purchasers and Servicing Agreementthe Committed Purchasers, shall have the absolute and unlimited right to terminate the Sellers' servicing activities described in this Section 2.02. The In consideration of the foregoing, the Purchaser agrees to pay each Seller a servicing fee of 0.5% per annum on the Servicer a Servicing Fee aggregate Outstanding Balance of the Receivables sold by such Seller, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and 2.02; provided that any such monthly payment shall be reduced by any amounts payable in Article III of such month by the Pooling and Servicing CP Conduit Purchasers or the Committed Purchasers to TriMas Corp., in its capacity as Collection Agent pursuant to the Receivables Transfer Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by each of the ServicerSellers, which as agents of the Collection Agent, in accordance with the terms and conditions of the Receivables Transfer Agreement. Each Seller hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with the terms and conditions of the Receivables Transfer Agreement, the Credit and Collection Policy and applicable laws, rules and regulations and with the care and diligence which each of the Servicer Sellers employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent MRFC hereby appoints each of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunder. The Purchaser hereby appoints the Servicer Sellers as its agent to enforce the PurchaserMRFC's rights and interests in, to and under the Receivables, the Related Security, if any, Security and the Collections with respect thereto. To the extent permitted by applicable law, each Seller hereby grants to any Collection Agent appointed under the Receivables Transfer Agreement and at any time following the designation of a Collection Agent other than Metaldyne, any Seller agrees or MRFC, to cooperate with and assist the Purchaser and Administrative Agent an irrevocable power of attorney to take in the Servicer in connection with any such efforts, including acting as agent for Seller's name and on behalf of the Purchaser Seller any and all steps necessary or desirable, in the reasonable determination of the Collection Agent or the Administrative Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the Servicer in connection therewithrelated Contracts. The Servicer Each of the Sellers shall hold in trust for the PurchaserMRFC, in accordance with its interests, all records Records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds Proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default (as defined in Termination Event or a Collection Agent Default, the Pooling and Servicing Agreement)Administrative Agent, a Successor Servicer shall be appointed as provided in Article X upon written notice to the Collection Agent on behalf of the Pooling Purchasers, shall have the absolute and Servicing Agreementunlimited right to terminate the Sellers' servicing activities described in this Section 2.02. The Purchaser In consideration of the foregoing, MRFC agrees to pay each Seller a servicing fee of one percent (1.0%) per annum on the Servicer a Servicing Fee aggregate Outstanding Balance of the Receivables sold by such Seller, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and 2.02; provided that any such monthly payment shall be reduced by any amounts payable in Article III of such month by the Pooling and Servicing Purchasers to Metaldyne in its capacity as Collection Agent pursuant to the Receivables Transfer Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the ServicerSeller, which who hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer Seller employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunderPolicy. The Purchaser hereby appoints the Servicer Seller as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, Residual Receivable Interest and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer Seller shall hold in trust for the Purchaser, in accordance with its interests, all records Records which evidence or relate to the Receivables or Related Security, if anyResidual Receivable Interest, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, the Purchaser at any time and, from and after the occurrence of a Servicer Default (Termination Event, Blue Ridge, as defined the Purchaser's assignee hereof, shall have the absolute and unlimited right to terminate the Seller's servicing activities described in the Pooling and Servicing Agreement), a Successor Servicer shall be appointed as provided in Article X this Section 2.2. In consideration of the Pooling and Servicing Agreement. The foregoing, the Purchaser agrees to pay the Servicer Seller a Servicing Fee servicing fee of 0.50% per annum on the aggregate amount of Receivables sold, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and 2.2; provided that any such monthly payment shall be reduced by any amounts payable in Article III of such month by Blue Ridge to the Pooling and Servicing Seller, in its capacity as Collection Agent, or to a third party successor Collection Agent, pursuant to the Transfer Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer Collection Agent, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, provided however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee Blue Ridge as the Purchaser's assignee), ) the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the ServicerBusLease, which who hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer BusLease employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunderCollection Policy. The Purchaser hereby appoints the Servicer BusLease as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, together with the Related Security, if any, Leased Vehicles and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance with its interests, all records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default (Termination Event, the Purchaser shall, at the request of SPARC, the Secondary Purchaser or the Administrative Agent, terminate BusLease servicing activities described in this Section 2.2 and shall appoint a successor Servicer acceptable to or as defined in directed by SPARC, the Pooling and Servicing Agreement)Secondary Purchaser or the Administrative Agent, a Successor Servicer shall be appointed as provided in Article X applicable. In consideration of the Pooling and Servicing Agreement. The foregoing, the Purchaser agrees to pay BusLease a servicing fee of [**] percent ([**]%) per annum on the Servicer a Servicing Fee aggregate amount of Receivables sold, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and in Article III of the Pooling and Servicing Agreement. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or 2.2; PROVIDED that any such monthly payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates reduced by any amounts payable in such month to BusLease in accordance with Section 2.03(c)(ii) of the Receivables Purchase Agreement or the Secondary Purchase Agreement, as applicable. The obligations of BusLease hereunder in the administration, servicing and collection of Receivables may be delegated from time to time by BusLease to any of its termsAffiliates; PROVIDED that no such delegation of duties shall relieve BusLease of any of its duties and obligations hereunder.

Servicing of Receivables. In connection with the ------------------------ consummation of the sales provided for in this Agreement, Seller hereby assigns and transfers to Purchaser and Purchaser's assignees all of Seller's right, title and interest in and to each Lock-Box Account, and Purchaser relinquishes all power to transfer, possess and control the Lock-Box Accounts and the contents thereof (a) except any powers with respect to the Lock-Box Accounts and contents thereof that are granted to Purchaser in its capacity as Collection Agent). The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the Servicer, which Seller for the benefit of the Purchaser and its assignees. The Seller hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer Seller employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunderCollection Policy. The Purchaser hereby appoints the Servicer Seller as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, the Related Security, if any, Security and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer Seller shall hold in trust for the Purchaser, in accordance with its interests, Purchaser all records Records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds Proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default Termination Event (as defined in or a Potential Termination Event that will unavoidably lead to a Termination Event and that has a material adverse effect on the Pooling and Servicing Agreement), a Successor Servicer shall be appointed as provided in Article X ability of the Pooling Seller, as Collection Agent under the Receivables Transfer Agreement, to perform its servicing obligations under the Receivables Transfer Agreement) the Funding Agent, on behalf of PARCO and Servicing the APA Banks and in its capacity as the agent for the assignees of the Purchaser under the Receivables Transfer Agreement, shall have the absolute and unlimited right to terminate the Seller's servicing activities described in this Section 2.2. The In consideration of the foregoing, the Purchaser agrees to pay the Servicer Seller a Servicing Fee servicing fee of one percent (1%) per annum on the aggregate amount of Receivables sold, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and 2.2.; provided that any such monthly payment shall be reduced by any -------- amounts payable in Article III such month by PARCO or the APA Banks to the Seller, in its capacity as Collection Agent pursuant to the Receivables Transfer Agreement. The obligations of the Pooling Seller hereunder in the administration, servicing and Servicing Agreement. (b) The Seller hereby grants collection of Receivables may be delegated from time to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used time by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether any of its Affiliates; provided that no such software is owned by delegation of duties -------- shall relieve the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, duties and shall terminate on the date this Agreement terminates in accordance with its termsobligations hereunder.

Servicing of Receivables. (a) The servicing, ------------------------ administering and collection of the Receivables shall be conducted by the ServicerSeller, which who hereby agrees to perform, take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations and with the care and diligence which the Servicer Seller employs in servicing similar receivables for its own account, in accordance with the Credit Card Guidelines. With the consent of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunderCollection Policy. The Purchaser hereby appoints the Servicer Seller as its agent to enforce the Purchaser's rights and interests in, to and under the Receivables, together with the Related Security, if any, Leased Vehicles and the Collections with respect thereto, and the Seller agrees to cooperate with and assist the Purchaser and the Servicer in connection with any such efforts, including acting as agent for and on behalf of the Purchaser and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance with its interests, all records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after the occurrence of a Servicer Default (Termination Event, the Purchaser shall, at the request of SPARC, the Secondary Purchaser or the Administrative Agent, terminate the Seller's servicing activities described in this Section 2.2 and shall appoint a successor Servicer acceptable to or as defined in directed by SPARC, the Pooling and Servicing Agreement)Secondary Purchaser or the Administrative Agent, a Successor Servicer shall be appointed as provided in Article X applicable. In consideration of the Pooling and Servicing Agreement. The foregoing, the Purchaser agrees to pay the Servicer Seller a Servicing Fee servicing fee of [**] percent ([**]%) per annum on the aggregate amount of Receivables sold, payable monthly, for the Servicer's its performance of the duties and obligations described in this Section 2.2 and 2.2.; PROVIDED that any such monthly payment shall be reduced by any amounts payable in Article III such month to the Seller in accordance with Section 2.03(c)(ii) of the Pooling and Servicing Receivables Purchase Agreement or the Secondary Purchase Agreement. (b) , as applicable. The Seller hereby grants to each obligations of the Purchaser Seller hereunder in the administration, servicing and the Servicer an irrevocable, non-exclusive license collection of Receivables may be delegated from time to use, without royalty or payment of any kind, all software used time by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether any of its Affiliates; PROVIDED that no such software is owned by delegation of duties shall relieve the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, duties and shall terminate on the date this Agreement terminates in accordance with its termsobligations hereunder.

Servicing of Receivables. So long as no Successor Servicer has assumed the responsibilities and obligations of the Servicers pursuant to Section 11.02 of the Transfer Agreement, the Master Servicer or the Sub-Servicers, as agents of the Master Servicer, shall (ai) The conduct the servicing, ------------------------ administering administration and collection of the Transferred Receivables and shall be conducted by the Servicertake, which hereby agrees to perform, take or cause to be taken taken, all such action actions as may be necessary or advisable to service, administer and collect each Receivable from time to timethe Transferred Receivables, all in accordance with (A) the terms of the Transfer Agreement, (B) the Credit and Collection Policies and any other customary and prudent servicing procedures for trade receivables of a similar type and (C) all applicable laws, rules and regulations regulations, and with (ii) hold all Contracts and other documents and incidents relating to the care Transferred Receivables in trust for the benefit of MRFC, as the owner thereof, and diligence which for the Servicer employs in sole purpose of facilitating the servicing similar receivables for its own account, of the Transferred Receivables in accordance with the Credit Card Guidelines. With the consent terms of the Trustee and the Purchaser, the Servicer may delegate certain functions to the Subservicers; provided, however, no such delegation shall relieve the Servicer of its obligations hereunderTransfer Agreement. The Purchaser MRFC hereby appoints each of the Servicer Originators as its agent to enforce the Purchaser's MRFC’s rights and interests in, to and under the Receivables. To the extent permitted by applicable law, the Related Security, if anyeach Originator hereby grants to Master Servicer and any Sub-Servicer, and at any time following the Collections with respect theretodesignation of a Servicer other than Metaldyne, and any Originator or MRFC, to the Seller agrees Administrative Agent, an irrevocable power of attorney to cooperate with and assist take in the Purchaser and the Servicer in connection with any such efforts, including acting as agent for Originator’s name and on behalf of the Purchaser Originator any and all steps necessary or desirable, in the reasonable determination of any Servicer or the Administrative Agent, as the case may be, to collect all amounts due under any and all Receivables in the manner described in above in clause (i) of the first sentence of this subsection (g), including, without limitation, endorsing each Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the Servicer in connection therewith. The Servicer shall hold in trust for the Purchaser, in accordance with its interests, all records which evidence or relate to the Receivables or Related Security, if any, Collections and proceeds with respect thereto. Notwithstanding anything to the contrary contained herein, from and after a Servicer Default (as defined in the Pooling and Servicing Agreement), a Successor Servicer shall be appointed as provided in Article X of the Pooling and Servicing Agreement. The Purchaser agrees to pay the Servicer a Servicing Fee for the Servicer's performance of the duties and obligations described in this Section 2.2 and in Article III of the Pooling and Servicing Agreementrelated Contracts. (b) The Seller hereby grants to each of the Purchaser and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under license agreements with respect thereto, provided, however, should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller hereby agrees that upon the request of the Purchaser (or the Trustee as the Purchaser's assignee), the Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.