Common use of Administrator Replacement Events; Termination of the Administrator Clause in Contracts

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing Entity, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing Entity, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing Entity, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity to the new Administrator. (e) The Issuing Entity, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC VCI pursuant to Section 2.3 of the Exchange Note SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 120 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) 60 days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days 10 Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC VCI pursuant to Section 2.3 of the Exchange Note SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 120 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (ec) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof) or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when madeif no Notes are Outstanding, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or (ivii) the Administrator suffers a Bankruptcy Event. ; provided, however, that a if any delay in or failure of performance referred to under clauses in clause (i), (ii) or (iiib)(i) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (b)(i) shall be extended for an additional sixty (60) days. (dc) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 21 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (ed) The Issuing EntityIssuer, subject to Section 19 21 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice[Reserved]. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days five Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Bank pursuant to Section 2.3 3.4 of the Exchange Note Purchase Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy an Insolvency Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence as certified by the Administrator in an Officer’s Certificate of the Administrator delivered to the Indenture Trustee. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator Administrator, the Owner Trustee and the Owner Indenture Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (ec) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof) or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when madeif no Notes are Outstanding, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or (ivii) the Administrator suffers a Bankruptcy Event. ; provided, however, that a if any delay in or failure of performance referred to under clauses in clause (i), (ii) or (iiib)(i) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (b)(i) shall be extended for an additional sixty (60) days. (dc) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing Entity, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity to the new Administrator. (e) The Issuing Entity, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.forth

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 22 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee receives written notice or has actual knowledge) or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee receives written notice or has actual knowledge) or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee receives written notice or has actual knowledge) or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or; (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under in clause (i) above shall have been caused by force majeure or other similar occurrence, the five (5) Business Day grace period referred to in such clause (i) shall be extended for an additional sixty (60) calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrencehas occurred. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 22 hereof, by notice given to the Administrator Administrator, the Delaware Trustee and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 22 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 22 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 22 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) 60 days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool Receivable by ALF LLC VCI pursuant to Section 2.3 3.4 of the Exchange Note Purchase Agreement, by the Seller pursuant to Section 2.4 of the Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) 60 days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool Receivable by ALF LLC VCI pursuant to Section 2.3 3.3 of the Exchange Note Purchase Agreement, by the Seller pursuant to Section 2.4 of the Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days (10) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool Receivable by ALF LLC VCI pursuant to Section 2.3 3.3 of the Exchange Note Purchase Agreement, by the Seller pursuant to Section 2.4 of the Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 one hundred fifty (150) days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing Entity, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. provided, however, that a delay in or failure of performance referred to under clauses causes (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing Entity, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing Entity, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity to the new Administrator. (e) The Issuing Entity, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing Entity, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing Entity, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing Entity, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity to the new Administrator. (e) The Issuing Entity, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt be so delivered by the Administrator under the terms of this Agreement that shall continue unremedied for a period of ten (10) Business Days after written notice thereof of such failure is received (1) by the Administrator from the Indenture Trustee or the Issuer or (2) by the Issuer, the Indenture Trustee and the Administrator from the Noteholders evidencing at least a majority of the aggregate principal amount Outstanding Note Balance of the Outstanding NotesControlling Class or, voting together as a single classif no Notes are Outstanding, from the Majority Certificateholders; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its the covenants or agreements agreements, as the case may be, set forth in this Agreement, which failure shall materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or the Issuer or (2) to the Issuer, the Indenture Trustee and the Servicer by the Noteholders evidencing at least a majority of the aggregate principal amount Outstanding Note Balance of the Outstanding NotesControlling Class or, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when madeif no Notes are Outstanding, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit)Majority Certificateholders; or (iviii) the Administrator suffers a Bankruptcy Event. ; provided, however, that if a delay in or failure of performance referred to under clauses (i), ) or (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence the grace period in the applicable clause will be extended for an additional thirty (30) days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clause (i) or (ii) above has occurred. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator with the consent of the Indenture Trustee in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Administrator pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written noticenotice provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days five Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Purchase Agreement, by ALF LLC the Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy an Insolvency Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence as certified by the Administrator in an Officer’s Certificate of the Administrator delivered to the Indenture Trustee. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator with the consent of the Indenture Trustee in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 22 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); orBalance. (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under in clause (i) above shall have been caused by force majeure or other similar occurrence, the five (5) Business Day grace period referred to in such clause (i) shall be extended for an additional sixty (60) calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrencehas occurred. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 22 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 22 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 22 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 22 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days (10) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 one hundred fifty (150) days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC VCI pursuant to Section 2.3 of the Exchange Note SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 120 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written noticenotice provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days five Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Purchase Agreement, by ALF LLC the Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy an Insolvency Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence as certified by the Administrator in an Officer’s Certificate of the Administrator delivered to the Indenture Trustee. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator Administrator, the Owner Trustee and the Owner Indenture Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for a period of ten business days (10) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single classNote Balance; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single classNote Balance; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit)Balance; or (iv) the Administrator suffers a Bankruptcy Event. provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing Entity, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing Entity, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity to the new Administrator. (e) The Issuing Entity, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.;

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ ' prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice. (c) The occurrence of any one of the following events (each, an “"Administrator Replacement Event”") shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Administrator pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class (it being understood that any reallocation of a Transaction Unit if no Notes are Outstanding, from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or. (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under clauses in clause (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was shall have been caused by force majeure or other similar occurrence, the five Business Day grace period referred to in such clause (i) shall be extended for an additional sixty 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 21 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 21 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) belowSection 3.15 of the Indenture, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof) or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof) or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof) or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class (it being understood that any reallocation of a Transaction Unit if no Notes are Outstanding, from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or. (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under clauses in clause (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was shall have been caused by force majeure or other similar occurrence, the five Business Day grace period referred to in such clause (i) shall be extended for an additional sixty 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 21 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 21 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. ‌ (a) Subject to clauses (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer and the Grantor Trust with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) belowSection 3.15 of the Indenture, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver duly observe or cause to be delivered perform in any required payment to the Indenture Trustee for distribution to the Noteholdersmaterial respect any of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuer, the Noteholders or the Certificateholders, and which continues unremedied for ten business a period of ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof in accordance with the terms of this Agreement) or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class; (ii) any failure if no Notes are Outstanding, by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or (ivii) the Administrator suffers a Bankruptcy Event. ; provided, however, that a if any delay in or failure of performance referred to under clauses in clause (i), (ii) or (iiic)(i) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was shall have been caused by force majeure a Force Majeure Event or other similar occurrence, the ninety (90) day grace period referred to in such clause (c)(i) shall be extended for an additional sixty (60) days. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator Administrator, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, upon a removal of the Administrator pursuant to Section 8(b) hereof or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 21 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer, the Grantor Trust and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the amount of compensation of to be received by such successor AdministratorAdministrator from the Servicer), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer and the Grantor Trust to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer, subject to Section 21 hereof. (e) The Issuing EntityIssuer, subject to Section 19 21 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days (10) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 one hundred fifty (150) days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses [Reserved]. 716549689 15481814 4 Administration Agreement (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice.USAA 2015-1) (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days five Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Purchase Agreement, by ALF LLC the Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy an Insolvency Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence as certified by the Administrator in an Officer’s Certificate of the Administrator delivered to the Indenture Trustee. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator Administrator, the Owner Trustee and the Owner Indenture Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; 716549689 15481814 5 Administration Agreement (USAA 2015-1) provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; ; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 22 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee receives written notice or has actual knowledge) or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee receives written notice or has actual knowledge) or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee receives written notice or has actual knowledge) or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or; (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under in clause (i) above shall have been caused by force majeure or other similar occurrence, the five (5) Business Day grace period referred to in such clause (i) shall be extended for an additional sixty (60) calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrencehas occurred. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 22 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 22 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 22 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 22 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity The Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days five Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Purchase Agreement, by ALF LLC the Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy an Insolvency Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence as certified by the Administrator in an Officer’s Certificate of the Administrator delivered to the Indenture Trustee. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator Administrator, the Owner Trustee and the Owner Indenture Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice.. 708333772 14443670 4 Administration Agreement (USAA 2014-1) (b) Subject to clauses (d) and (e) below, the Issuing Entity The Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days five Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Purchase Agreement, by ALF LLC the Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy an Insolvency Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence.occurrence as certified by the Administrator in an Officer’s Certificate of the Administrator delivered to the Indenture Trustee. 708333772 14443670 5 Administration Agreement (USAA 2014-1) (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator Administrator, the Owner Trustee and the Owner Indenture Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) belowSection 3.15 of the Indenture, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class (it being understood that any reallocation of a Transaction Unit if no Notes are Outstanding, from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or. (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under clauses in clause (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was shall have been caused by force majeure or other similar occurrence, the five Business Day grace period referred to in such clause (i) shall be extended for an additional sixty 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 21 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 21 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (ec) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof) or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when madeif no Notes are Outstanding, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or (ivii) the Administrator suffers a Bankruptcy Event. ; provided, however, that a if any delay in or failure of performance referred to under clauses in clause (i), (ii) or (iiib)(i) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (b)(i) shall be extended for an additional sixty (60) days. (dc) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth 5 Form of Administration Agreement below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 21 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (ed) The Issuing EntityIssuer, subject to Section 19 21 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing Entity, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. provided, however, that a delay in or failure of performance referred to under clauses causes (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing Entity, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing Entity, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity to the new Administrator. (e) The Issuing Entity, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ ' prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice. (c) The occurrence of any one of the following events (each, an “"Administrator Replacement Event”") shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC VCI pursuant to Section 2.3 of the Exchange Note SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice[Reserved]. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days five Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Bank pursuant to Section 2.3 3.4 of the Exchange Note Purchase Agreement, by the Seller pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy an Insolvency Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence as certified by the Administrator in an Officer’s Certificate of the Administrator delivered to the Indenture Trustee. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator Administrator, the Owner Trustee and the Owner Indenture Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity The Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days five Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Purchase Agreement, by ALF LLC the Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy an Insolvency Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence as certified by the Administrator in an Officer’s Certificate of the Administrator delivered to the Indenture Trustee. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator with the consent of the Indenture Trustee in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class (it being understood that any reallocation of a Transaction Unit if no Notes are Outstanding, from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or. (iv) the Administrator suffers a Bankruptcy Event. provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing Entity, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing Entity, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity to the new Administrator. (e) The Issuing Entity, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.;

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC VCI pursuant to Section 2.3 of the Exchange Note SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ ' prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice. (c) The occurrence of any one of the following events (each, an “"Administrator Replacement Event”") shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is VALT 2005-A Administration Agreement bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC VCI pursuant to Section 2.3 of the Exchange Note SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.. VALT 2005-A Administration Agreement

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 22 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or; (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under in clause (i) above shall have been caused by force majeure or other similar occurrence, the five (5) Business Day grace period referred to in such clause (i) shall be extended for an additional sixty (60) calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrencehas occurred. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 22 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 22 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 22 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 22 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Ohio Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Receivables Sale Agreement, by ALF FTH LLC pursuant to Section 3.3 of the Purchase Agreement, by the Seller pursuant to Section 2.3 of the Exchange Note Sale Agreement or by the Servicer pursuant to Section 3.6 of the Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by BANA pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); orBalance. (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under in clause (i) above shall have been caused by force majeure or other similar occurrence, the five Business Day grace period referred to in such clause (i) shall be extended for an additional sixty 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrencehas occurred. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 21 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 21 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 22 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee or the Owner Trustee for distribution deposit into the Collection Account any payment required to be so delivered by the NoteholdersAdministrator under the terms of this Agreement, which failure continues unremedied for ten business days five (5) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by a Responsible Officer of the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Note Balance (or, if no Notes are Outstanding, from the Outstanding Notes, voting together as a single classMajority Certificateholders); (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects affect the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of Outstanding Note Balance (or, if no Notes are Outstanding, by the Outstanding Notes, voting together as a single classMajority Certificateholders); (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound this Agreement or any certificate delivered by the Administrator pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); orBalance. (iv) the Administrator suffers a Bankruptcy Event. ; provided, howeverfurther, that a (A) if any delay in or failure of performance referred to under in clause (i) above shall have been caused by force majeure or other similar occurrence, the five Business Day grace period referred to in such clause (i) shall be extended for an additional sixty 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (ii) or clause (iii) shall be extended for an additional sixty (60) calendar days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrencehas occurred. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 22 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 22 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 22 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 22 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign from its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) belowSection 3.15 of the Indenture, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Noteholders or the NoteholdersCertificateholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof) or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance (or, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when madeif no Notes are Outstanding, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitMajority Certificateholders); or (ivii) the Administrator suffers a Bankruptcy Event. ; provided, however, that a if any delay in or failure of performance referred to under clauses in clause (i), (ii) or (iiic)(i) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was shall have been caused by force majeure or other similar occurrence, the ninety (90) day grace period referred to in such clause (c)(i) shall be extended for an additional sixty (60) calendar days. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator 5 Form of Administration Agreement appointed by the Issuing EntityIssuer, subject to Section 19 21 hereof, pursuant to a management or administration agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuing EntityIssuer, subject to Section 19 21 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of Administration Agreement (VALET 2008-1) written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by VCI pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the Administration Agreement (VALET 2008-1) compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ ' prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice. (c) The occurrence of any one of the following events (each, an “"Administrator Replacement Event”") shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the NoteholdersNoteholders or Swap Counterparty, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer, the Swap Counterparty or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is VALT 2004-A Administration Agreement bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC VCI pursuant to Section 2.3 of the Exchange Note SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.. VALT 2004-A Administration Agreement

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Michigan Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Michigan Sale Agreement, the Ohio Bank pursuant to Section 3.3 of the Ohio Sale Agreement, FTH LLC pursuant to Section 3.3 of the Purchase Agreement, by ALF LLC the Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 90 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by the Reference Pool Michigan Bank pursuant to Section 3.3 of the Warehouse Facility Pool or any Unencumbered Reference Pool Michigan Sale Agreement, the Ohio Bank pursuant to Section 3.3 of the Ohio Sale Agreement, FTH LLC pursuant to Section 3.3 of the Purchase Agreement, by ALF LLC the Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee Securities Administrator for distribution to the Noteholders, which failure continues unremedied for a period of ten business days (10) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee Securities Administrator or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single classNote Balance; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single classNote Balance; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit)Balance; or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that if a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrenceoccurrence the grace period in the applicable clause will be extended for an additional thirty (30) days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i), (ii) or (iii) above has occurred. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 20 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 20 hereof, shall have appointed a successor Administrator with the consent of the Indenture Trustee in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 20 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 20 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Amount, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC VCI pursuant to Section 2.3 of the Exchange Note SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 20 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days (10) Business Days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 ninety (90) days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount balance of the Outstanding Notes, voting together as a single class Notes (it being understood that any reallocation repurchase of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool Receivable by ALF LLC VCI pursuant to Section 2.3 3.4 of the Exchange Note Purchase Agreement, by the Seller pursuant to Section 2.4 of the Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 one hundred fifty (150) days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) below, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, that, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding NotesNote Balance, voting together as a single class (it being understood that any reallocation repurchase of a Transaction Unit from Receivable by CAF pursuant to Section 3.3 of the Reference Pool to Purchase Agreement, by the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC Seller pursuant to Section 2.3 of the Exchange Note Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction UnitReceivable); or (iv) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Administrator Replacement Events; Termination of the Administrator. (a) Subject to clauses clause (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer with at least sixty (60) days’ prior written notice. (b) Subject to clauses (d) and (e) belowbelow and Section 3.15 of the Indenture, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Replacement Event”) shall also entitle the Issuing EntityIssuer, subject to Section 19 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to deliver or cause to be delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuing Entity Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount Note Balance of the Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuing Entity or the Noteholders, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the Outstanding Notes, voting together as a single class (it being understood that any reallocation of a Transaction Unit from the Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool by ALF LLC pursuant to Section 2.3 of the Exchange Note Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Transaction Unit); or (ivii) the Administrator suffers a Bankruptcy Event. ; provided, however, that a delay in or failure of performance referred to under clauses clause (i), (ii) or (iii) above for a period of not more than 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. (d) If an Administrator Replacement Event shall have occurred, the Issuing Entity Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuing EntityIssuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such terminationtermination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuing EntityIssuer, subject to Section 19 hereof, pursuant to a management agreement between the Issuing Entity Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuing Entity Issuer to the new Administrator. (e) The Issuing EntityIssuer, subject to Section 19 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.