Common use of Duties of the Servicer Clause in Contracts

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Party, the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsGuidelines. The Servicer shall set asideaside (or cause the Seller to set aside and hold), for the accounts of the Seller and each Secured PartyPurchaser Group, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Guidelines, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, that for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice (if a Retail Receivable) or the original due date (if a POR Receivable) related to such Pool Receivable, Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 1.4(e)(i); and (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative AgentAgreement. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after the Facility Termination Date has been declared pursuant to Section 2.2, the Administrator may direct the Servicer (whether TXU or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrator, any Purchaser Agent, any Purchaser or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView TXU or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView TXU or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Unless terminated earlier in accordance with the terms of this Agreement, the Servicer’s obligations hereunder shall terminate on the Final Payout Termination Date. Promptly following After such termination, if TXU or Subsidiary thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that any Originator or the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each the Pool Receivable Receivables from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, however, that for the purposes of this Agreement: , (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuing, the Servicer may take such action only upon with the prior written consent of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Delinquent Receivable or to foreclose upon or repossess, if applicable, any Related Security with respect to any such Delinquent Receivable. (b) The Servicer shallmay, from time to time, designate at its own discretion one or more Obligors as soon Excluded Obligors by delivering a revised copy of Schedule VI hereto to the Administrator and each Purchaser Agent; provided, however, that the Servicer shall not add any additional Obligor to Schedule VI hereto if at the time of such addition or after giving effect thereto, either (i) a Termination Event or Unmatured Termination Event (other than an Unmatured Termination Event that is cured by such addition and the resulting removal of such Obligor’s Excluded Receivables from the Receivables Pool) has occurred and is continuing or (ii) the aggregate Outstanding Balance of all Receivables, the Obligors of which are Excluded Obligors, exceeds $100,000,000 at such time, unless each Purchaser Agent has either (A) consented in writing to the addition of such Obligor as practicable an Excluded Obligor (which consent shall not be unreasonably withheld) or (B) failed to notify the Seller or the Servicer of its objection to the addition of such Obligor as an Excluded Obligor within fourteen (14) days following actual its receipt of collected funds, turn over a revised copy of Schedule VI hereto. Upon any such designation and the Seller’s satisfaction of its obligation to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence applicable Lock-Box Account the amount of the resulting Deemed Collection pursuant to Section 1.4(e)(ii) or relate 1.4(e)(v), as applicable, (i) the Administrator shall be deemed to any indebtedness that is not a Pool Receivable, have sold and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. assigned (cwithout recourse) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records Seller its entire undivided percentage ownership interest in the resulting Excluded Receivables of such Excluded Obligor and related materials that to have relinquished and disclaimed any right to such Excluded Receivables and (ii) the Borrower previously provided to the Servicer, or that have been obtained security interests in any such Excluded Receivables created by the Servicer, in connection with this AgreementTransaction Documents shall be automatically terminated and released.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, aside (or cause the Seller to set aside and hold) for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contractsany Defaulted Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, that for purposes of this Agreement: (i) such action extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool ReceivableReceivable unless such Pool Receivable has been cancelled and reissued pursuant to the Credit and Collection Policy with appropriate Deemed Collections being recorded pursuant to Section 1.4(e)(i) hereof, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, any Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Swift or an Affiliate thereof is serving as the Servicer, the Servicer Swift or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)Purchaser Group, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Swift or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness owed to the Seller that is not a Pool Receivable, less, if BrightView Swift or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Swift or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout later of: (i) the Facility Termination Date, (ii) the date on which no Capital or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, and (iv) the date on which all amounts required to be paid to each Purchaser Agent, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Swift or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, aside for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contractsany Defaulted Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, that for purposes of this Agreement: (i) such action extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, any Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Xxxxx or an Affiliate thereof is serving as the Servicer, the Servicer Xxxxx or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)Purchaser Group, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Xxxxx or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness owed to the Seller that is not a Pool Receivable, less, if BrightView Xxxxx or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Xxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout later of: (i) the Facility Termination Date, (ii) the date on which no Capital or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, and (iv) the date on which all amounts required to be paid to each Purchaser Agent, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Xxxxx or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts account of each Secured PartyPurchaser Group, the amount of the Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable (or cause any ineligible Receivable to become an Eligible Receivable) or limit the rights of the Administrator or any Secured Party Purchaser Group under this Agreement Agreement, (ii) the original invoice date shall continue to be used for purposes of determining whether such Receivable is an Eligible Receivable, a Delinquent Receivable or any other Transaction Document a Defaulted Receivable and (iii) if an a Termination Event of Default has occurred and WESCO or an Affiliate thereof is continuingserving as the Servicer, the Servicer WESCO or such Affiliate may take make such action extension or adjustment only upon the prior written approval of the Administrator (with the consent of the Administrative AgentMajority Purchasers). The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is WESCO or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView WESCO or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView WESCO or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if WESCO or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Credit Party, the amount of Collections to which each such Secured Credit Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws Laws, including, for these purposes, requirements Holdings must satisfy to continue to qualify as a REIT for federal income tax purposes, or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an a Servicer Termination Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Each Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Borrowers the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Xxxxx or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Xxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the applicable Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower Borrowers all books, records and related materials that the Borrower Borrowers previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured PartyPurchaser, the amount of Collections to which each such Secured Party Purchaser is entitled in accordance with Article IV III hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date Due Date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured PartyPurchaser), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Datedate, the Servicer shall deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured PartyGroup, the amount of Collections to which each such Secured Party Group is entitled in accordance with Article IV III hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured PartyGroup), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Xxxx or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Xxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of all records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Credit Party, the amount of Collections to which each such Secured Credit Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView O&M Medical or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView O&M Medical or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Credit Party, the amount of Collections to which each such Secured Credit Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections for Borrower’s account of any indebtedness that is not a Pool Receivable, less, if BrightView Alliance or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Alliance or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Datedate, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, aside for the accounts of each Secured Party, the Seller and the Purchasers the amount of Collections to which each such Secured Party is entitled in accordance with Article IV I hereof. The Servicer Servicer, the Originators and the Sub-Originators may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer Servicer, the Originators and the Sub-Originators may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party Purchaser, Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if a Termination Event or an Unmatured Termination Event of Default has occurred and is continuingcontinuing and FleetCor or an Affiliate thereof is serving as the Servicer, the Servicer FleetCor or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually Seller and for the benefit of each Secured Party)Purchasers, in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator (with the consent of the Majority Purchaser Agents) may direct the Servicer (whether the Servicer is FleetCor or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView FleetCor or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView FleetCor or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if FleetCor or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable LawsLaw, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, Contracts as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, however, that for the purposes of this Agreement: Agreement (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Arch Sales or an Affiliate thereof is serving as the Servicer, the Servicer Arch Sales or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Arch Sales or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Arch Sales or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Arch Sales or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following After such termination, if Arch Sales or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsOriginators and the Sub-Originator, it being understood that the Servicer does not guaranty the collection of any Receivable. The Servicer shall set aside, for the accounts of each Secured Credit Party, the amount of Collections to which each such Secured Credit Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the OriginatorsOriginators and the Sub-Originator, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable.[Reserved] (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Datedate, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Credit Party, the amount of Collections to which each such Secured Credit Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers waivers, extensions of maturity or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Borrower appropriate Person entitled thereto the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Sponsor or an Affiliate thereof of the Performance Guarantor is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Sponsor or an Affiliate thereofof the Sponsor, shall, as soon as reasonably practicable upon written demand, deliver to the Borrower appropriate Person entitled thereto all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Party, the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect sales adjustments and other adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to or invoice date of such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured PartyInvestor), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Audacy Operations or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Audacy Operations or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller, the Administrator, the Purchaser Agents and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party of the Purchasers, the Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Peabody or an Affiliate thereof is serving as the Servicer, the Servicer Peabody or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Peabody or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Peabody or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following After such termination, if Peabody or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Credit Party, the amount of Collections to which each such Secured Credit Party is entitled in accordance with Article IV III hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Evoqua Water Technologies LLC or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Evoqua Water Technologies LLC or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable applicable Laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, aside (or cause the Seller to set aside and hold) for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contractsany Defaulted Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable Laws, rules or regulations or the applicable Contract; provided, that for purposes of this Agreement: (i) such action extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, Receivable unless such Pool Receivable has been cancelled and reissued pursuant to the Credit and Collection Policy with appropriate Deemed Collections being recorded pursuant to Section 1.4(e)(i) hereof and (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, any Purchaser Agent or the Administrator under this Agreement or any other Transaction Document Document. Each Originator and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)Purchaser Group, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness owed to the Seller that is not a Pool Receivable, Receivable less, if BrightView Targa or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Targa or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Termination Date. Promptly following After such termination, if Targa or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that each Originator and the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured PartyGroup, the amount of Collections to which each such Secured Party Group is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Borrowing Base Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than 30 days after the original due date thereof and (iiiv) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured PartyGroup), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Person entitled thereto, the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Hill-Rom or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Hill-Rom or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer It is intended that each of REMIC I and REMIC II hereunder shall take or cause constitute, and that the affairs of each of REMIC I and REMIC II shall be conducted so as to be taken all such action qualify as may be necessary to service, administer and collect each Pool Receivable from time to time, all a "real estate mortgage investment conduit" as defined in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Policy agrees that it shall act as agent (and consistent the Servicer is hereby appointed to act as agent) on behalf of REMIC I and REMIC II and as Tax Matters Person on behalf of REMIC I and REMIC II, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066) and any other Tax Return required to be filed by REMIC I or REMIC II using a calendar year as the taxable year for each of REMIC I and REMIC II and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of each of REMIC I and REMIC II for their first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the past practices REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of REMIC I or REMIC II are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the OriginatorsREMIC status of either REMIC I or REMIC II or that would cause the imposition of a prohibited transaction tax or a tax on contributions to REMIC I or REMIC II; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on each of REMIC I and REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of REMIC I and REMIC II are properly executed by the appropriate person; (viii) represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I and REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II and otherwise act on behalf of REMIC I and REMIC II in relation to any tax matter involving either REMIC I or REMIC II; (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee; and (x) in connection with any FHA Loan, timely pay to the FHA the FHA Insurance Premium required to be paid for each FHA Loan. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC I and REMIC II. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set asideindemnify the Trustee and REMIC I or REMIC II, as applicable, for any liability it may incur in connection with this Section 5.01(a) including reimbursement to the accounts Certificate Insurer for any Insured Payments made by the Certificate Insurer in connection with such liability with respect to the Pool I and Pool IV Mortgage Loans, if any, which indemnification shall survive the termination of each Secured PartyREMIC I and REMIC II; provided, however, that the amount of Collections Servicer shall not indemnify the Trustee for its negligence or willful misconduct. With respect to which each such Secured Party is entitled in accordance with Article IV hereof. The any Mortgage Note (other than a Mortgage Note relating to a Pool III Mortgage Loan) released by the Trustee to the Servicer may, or to any Subservicer in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes terms of this Agreement: , other than a release or satisfaction pursuant to Section 7.02, prior to such release, the Trustee shall (ia) such action shall notcomplete all endorsements in blank so that the endorsement reads "Pay to the order of The Bank of New York, as Trustee under the Pooling and shall not be deemed toServicing Agreement dated as of November 30, change 1997, 1997-D" and (b) complete a restrictive endorsement that reads "The Bank of New York is the number of days such Pool Receivable has remained unpaid from the date holder of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Administrative Agent Certificateholders under the Pooling and Servicing Agreement dated as of November 30, 1997, 1997-D" with respect to those Mortgage Notes (individually other than a Mortgage Note relating to a Pool III Mortgage Loan) currently endorsed "Pay to the order of holder." With respect to any Mortgage Note relating to a Pool III Mortgage Loan released by the Co-Trustee to the Servicer or any Subservicer in accordance with the terms of this Agreement, other than a release or satisfaction pursuant to Section 7.02 or a release to the Claims Administrator pursuant to Section 5.15(b), prior to such release, the Co-Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of First Union Trust Company, National Association, as Co-Trustee under the Pooling and Servicing Agreement dated as of November 30, 1997, 1997-D" and (b) complete a restrictive endorsement that reads "First Union Trust Company, National Association is the holder of the mortgage note for the benefit of each Secured Party)the Certificateholders under the Pooling and Servicing Agreement dated as of November 30, in accordance with their respective interests1997, all records and documents (including computer tapes or disks) 1997-D" with respect to each those Mortgage Notes relating to Pool ReceivableIII Mortgage Loans currently endorsed "Pay to the order of Holder." (b) The Servicer shallServicer, as soon as practicable following actual receipt independent contract servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of collected funds, turn over this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (x) has (i) been designated an approved Seller- Servicer by FHLMC or FNMA for first and second mortgage loans and (ii) has a net worth of at least $5,000,000 or (y) is an Originator or another affiliate of the Servicer. The Servicer shall give notice to the Borrower Certificate Insurer of the collections appointment of any indebtedness that is Subservicer. Any such Subservicing Agreement shall be consistent with and not a Pool Receivable, less, if BrightView or an Affiliate thereof is not violate the Servicer, all reasonable provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and appropriate out-of-pocket costs and expenses conditions of such Servicer of servicing, collecting Subservicing Agreement and administering such collections. The Servicer, if other than BrightView to either itself directly service the related Mortgage Loans or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not enter into a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is Subservicing Agreement with a Pool Receivablesuccessor subservicer which qualifies hereunder. (c) The Servicer’s obligations hereunder shall terminate on Notwithstanding any Subservicing Agreement, any of the Final Payout Date. Promptly following provisions of this Agreement relating to agreements or arrangements between the Final Payout DateServicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Certificateholders and, in the case of Pool I and Pool IV Mortgage Loans, the Certificate Insurer, for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when any Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 5.01(e). (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee shall, subject to Section 10.02 hereof, thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee is then permitted and elects to terminate any Subservicing Agreement in accordance with its terms. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Trustee, deliver to the Borrower assuming party all booksdocuments and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, records the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Pool I, Pool II, Pool III and related materials Pool IV Certificateholders or, with respect to the Pool I and Pool IV Mortgage Loans, the Certificate Insurer, provided, however, that (unless (x) the Borrower previously provided Mortgagor is in default with respect to a Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and in the case of a Pool I or Pool IV Mortgage Loan the Servicer obtains written consent of the Certificate Insurer and (y) the Servicer determines that have been obtained any modification would not be considered a new mortgage loan for federal income tax purposes) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer (subject to Section 5.12), or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan), or extend the final maturity date on such Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Certificateholders be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, and subject to the consent of the Certificate Insurer, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of the Trustee, the Co-Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, in connection the Trustee and Co- Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. The Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted second mortgage servicing practices (or, in the case of FHA Loans, in accordance with accepted Title I servicing practices or, in the case of Multifamily Loans, in accordance with accepted multifamily loan servicing practices) of prudent lending institutions and giving due consideration to the Certificate Insurer's and the Certificateholders' reliance on the Servicer. (g) On and after such time as the Trustee and the Co-Trustee receive the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 9.04, after receipt of the Opinion of Counsel required pursuant to Section 9.04, the Trustee or its designee (or, with respect to the Pool III Mortgage Loans, the Co-Trustee or its designee) shall assume all of the rights and obligations of the Servicer, subject to Section 10.02

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, Contracts as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement: Agreement (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an Event of a Servicer Default has occurred and is continuingcontinuing and Xxxxx Corning Sales or an Affiliate thereof is serving as the Servicer, Xxxxx Corning Sales or such Affiliate shall not without the Servicer may take such action only upon the Administrator’s prior written consent take any such action with respect to any Pool Receivable, the Obligor of which is among the Administrative Agentten largest Obligors at such time computed based upon the Outstanding Balance of Pool Receivables at such time if such action is not permitted under the Credit and Collection Policy in effect immediately prior to such Servicer Default. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Xxxxx Corning Sales or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess, if applicable, any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Xxxxx Corning Sales or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout latest of: (i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which 100% of the Aggregate LC Participation Amount is on deposit in the LC Collateral Account and (iv) the date on which all amounts (other than contingent, unasserted indemnification claims) required to be paid to the Purchasers, the Purchaser Agents, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Xxxxx Corning Sales or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. each respective Originator. (b) The Servicer shall set asidedirect all Obligors to make payments of the Receivables as follows: (i) Directly to a Post Office Box that is subject to a P.O. Box Agreement and from which mail is picked up each Business Day and deposited with two (2) Business Days in a Collection Account that is subject to an Account Control Agreement; (ii) Directly to a Lock Box that clears through a Lock-Box Account which is subject to an Account Control Agreement; (iii) Directly to a Collection Account which is subject to an Account Control Agreement; (iv) To a Cash Application Center which deposits its receipts each Business Day into a Collection Account that is subject to an Account Control Agreement; or (v) To a Sales Center which either (A) deposits its receipts each Business Day into a Collection Account that is subject to an Account Control Agreement, or (B) sweeps its Collections into a Collection Account that is subject to an Account Control Agreement within two (2) Business Days. If, notwithstanding the foregoing, any Obligor makes payment to any Seller Party or Originator other than at a Cash Application Center or Sales Center, the Seller or the Servicer, as the case may be, agrees to remit, or to cause the applicable Originator to remit, any Collections (including any security deposits applied to the Outstanding Balance of any Receivable) that it receives on Receivables directly to a Collection Account that is subject to an Account Control Agreement within two (2) Business Days after receipt thereof, and further agrees that all such Collections shall be deemed to be received in trust for the accounts of each Secured PartyAdministrative Agent and the Purchasers; provided that prior to the Dominion Date, the amount Seller or the Servicer may retain such Collections until required to be turned over to the Administrative Agent or the Purchasers on the next Settlement Date. (c) From and after the date the Administrative Agent delivers to any Lock-Box Bank(s) or Collection Bank(s) a Notice of Collections Exclusive Control pursuant to which Section 6.4 (each such Secured Party is entitled date, the “Dominion Date”), the Administrative Agent, on behalf of the Purchasers, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (d) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section 6.2(d), the Servicer shall hold in trust for the account of Seller and each Purchaser their respective shares of the Collections in accordance with Article IV hereofII. From and after the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until such Amortization Event is waived in the sole discretion of the Required Purchasers or until the conditions to further Purchases set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to and has not requested the segregation of Collections in accordance with this Section 6.2(d) and Distributors or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by Distributors and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of Distributors and its Affiliates. (e) The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices Policy, extend the maturity of any Receivable or adjust the Originators, take such action, including modifications, waivers or restructurings Outstanding Balance of Pool Receivables and related Contracts, any Receivable as the Servicer may reasonably determine determines to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable, Defaulted Receivable or a Defaulted Charged-Off Receivable or limit the rights of any Secured Party the Administrative Agent or the Purchasers under this Agreement or any other Transaction Document Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and (iii) if during continuation of an Event of Default has occurred and is continuingAmortization Event, the Servicer may take such action only upon Administrative Agent shall have the prior written consent of the Administrative Agent. The Borrower shall deliver absolute and unlimited right to direct the Servicer and the to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (f) The Servicer shall hold in trust for Seller and the benefit Administrative Agent and each Purchaser all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not, in the sole discretion of the Administrative Agent (individually and for the benefit of each Secured Party)Purchasers, waived in accordance with their respective intereststhis Agreement, all records and documents (including computer tapes or disks) with respect provided further that neither the Administrative Agent nor any Purchaser shall be required to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of grant any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shallwaiver), as soon as practicable upon demanddemand of the Administrative Agent, deliver or make available to the Borrower Administrative Agent all records such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to Seller any cash Collections or other cash proceeds in its possession that evidence accordance with Article II and (B) to the applicable Person any cash collections or relate other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any indebtedness that is not Purchaser, furnish to the Purchasers (promptly after any such request) a Pool Receivable, and copies calculation of records in its possession that evidence or relate the amounts set aside for the Purchasers pursuant to any indebtedness that is a Pool ReceivableArticle II. (cg) The Servicer’s obligations hereunder shall terminate on Any payment by an Obligor in respect of any indebtedness owed by it to an Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by Contract or law and unless otherwise instructed by the Final Payout Date. Promptly following Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the Final Payout Date, the Servicer shall deliver oldest such Receivable) to the Borrower all books, records extent of any amounts then due and related materials that the Borrower previously provided payable thereunder before being applied to the Servicer, any other receivable or that have been obtained by the Servicer, in connection with this Agreementother obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each the Pool Receivable Receivables from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, however, that for the purposes of this Agreement: , (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuing, the Servicer may take such action only upon with the prior written consent of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over . Notwithstanding anything to the Borrower contrary contained herein, if a Termination Event has occurred and is continuing, the collections Administrator may direct the Servicer to commence or settle any legal action to enforce collection of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness Receivable that is a Pool Defaulted Receivable or to foreclose upon or repossess, if applicable, any Related Security with respect to any such Defaulted Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be it deems necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and accordance, in all Applicable Lawsmaterial respects, with reasonable care applicable laws, tariffs, rules, regulations and diligencethe Credit and Collection Policy. Each of the Borrower, each Lender, each Liquidity Provider, each Managing Agent and the Program Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Pool Receivables and the Related Security. The Servicer (so long as it is Tampa Electric) will at all times apply the same standards and follow the same procedures with respect to the decision to commence litigation with respect to the Pool Receivables, and in prosecuting and litigating with respect to Pool Receivables, as it applies and follows with respect to trade accounts receivable serviced by it which are not Pool Receivables; provided, however, that from and after the Termination Date, the Servicer shall commence or settle any legal action to enforce collection of any Delinquent Receivable or Defaulted Receivable or to foreclose upon or repossess any Related Security with respect thereto as directed by the Program Agent. In no event shall the Servicer be entitled to make the Program Agent, any Managing Agent, any Lender or any Liquidity Provider a party to any litigation without the such Person’s express prior written consent. (b) The Servicer shall apply all Collections to the Pool Receivables owed by the applicable Obligors in a timely manner in accordance with the Credit and Collection Policy and consistent with the past business practices of the OriginatorsOriginator in existence as of the date hereof. The In the event the Servicer receives any Collections or other proceeds of the Collateral, it shall set aside, hold such Collections and other proceeds on behalf of the Borrower for the accounts of each Secured Party, the amount of Collections to which each such Secured Party is entitled application and remittance in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers Section 2.06 or restructurings of Pool Receivables and related Contracts2.07, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall notapplicable, and it shall not be deemed to, change remit the number of days such Pool Receivable has remained unpaid from same to the date of Collection Account to the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agentextent required hereunder. The Borrower shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of Borrower, the Administrative Agent (individually Lenders and for the benefit of each Secured Party), Liquidity Providers in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool ReceivableRecords. (bc) The Servicer shall, as soon as practicable following actual receipt of collected fundsreceipt, turn over to the Borrower the Person entitled thereto collections in respect of any indebtedness that receivable which is not a Pool Receivable, Receivable less, if BrightView to the extent the Servicer performed any collection or an Affiliate thereof is not the Servicerenforcement actions which it was authorized by such Person to perform, all reasonable and appropriate out-of-out of pocket costs and expenses of such Servicer of servicing, incurred in collecting and administering enforcing such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivablereceivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured PartyGroup, the amount of Collections to which each such Secured Party Group is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Capital Coverage Deficit exists or shall exist after giving effect thereto, (iv) the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than 30 days after the original due date thereof, in each case unless a corresponding Deemed Collection payment in respect of the related Pool Receivable is made in connection therewith and (iiiv) if an Event of Default Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower Each Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured PartyGroup), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Person entitled thereto, the collections of any indebtedness or other right to payment that is not a Pool Receivable, less, if BrightView Media LLC or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Media LLC or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Sellers all records in its possession that evidence or relate to any indebtedness or other right to payment that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower Sellers all books, records and related materials that the Borrower Sellers previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall service and administer the Receivables on behalf of the Trust and shall have full power and authority, acting alone and/or through Sub-Servicers as provided in Section 4.2, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Receivable or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Noteholders or the Insurer; provided however, that the Servicer may not permit any modification with respect to any Receivable that would change its Annual Percentage Rate, defer the payment of any principal or interest (except to the extent permitted by Section 4.6(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 4.6(a)) the final maturity date on such Receivable. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of the Seller is hereby authorized and empowered by the Trust Collateral Agent when the Servicer believes it appropriate in its best judgment to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except that the Servicer may forego collection efforts if the amount subject to collection is de minimis and if it would forego collection in accordance with its customary procedures. If any Receivable contains a "due-on-sale" provision allowing the holder thereof to accelerate the Receivable upon sale of the Financed Vehicle financed thereunder, the Servicer shall take reasonable steps under the circumstances to enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Servicer shall not be obligated to take any legal action to enforce such provision. (b) The Servicer shall service and administer the Receivables by employing procedures (including collection procedures) and a degree of care consistent with prudent industry standards and as are customarily employed by servicers in servicing and administering comparable motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. The Servicer shall take all actions (in addition to those required to be taken by the Seller pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests of NAFI in the Financed Vehicles and to maintain continuous perfection of the security interest created by each Receivable in the related Financed Vehicle on behalf of the Trust Collateral Agent, including, but not limited to, using reasonable efforts to obtain execution by the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Trust Collateral Agent and do not and need not identify the Trust Collateral Agent as the secured party or lienholder with respect to the Receivables), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Receivables on behalf of the Trust Collateral Agent; provided however, that the Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Servicer shall not take any action to impair the Trust's rights in any Receivable, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Receivable shall not be released in whole or in part from the security interest granted by the Receivable, except upon payment in full of the Receivable or as otherwise contemplated herein. The Servicer shall not extend or otherwise amend the terms of any Receivable, except in accordance with Section 4.1(a). Upon discovery by either the Servicer or any Sub-Servicer by a Trust Officer of the Trust Collateral Agent of a default by the Servicer in the performance of its obligations under this Section 4.1(b) which materially and adversely affects the interests of the Noteholders or the Insurer in the related Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties and the Insurer. If the Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trust Collateral Agent was notified, or the Servicer, the Trust Collateral Agent or the Sub-Servicer became aware, if earlier, of such default, then the Servicer shall promptly purchase such Receivable from the Trust. Any such purchase by the Servicer shall be in exchange for the delivery by the Servicer to the Trust of the Purchase Amount. Except as expressly provided in Section 9.2 and subject to Section 10.1, it is understood and agreed that the obligation of the Servicer to repurchase any Receivable as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Seller, the Noteholders, the Insurer or the Trustee on behalf of the Noteholders. (c) Upon the occurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (j) of the Insurance Agreement, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer in writing to take or cause to be taken or, if an Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Termination Event, the Trust Collateral Agent and the Servicer shall take or cause to be taken all such action as may may, in the opinion of counsel to the Controlling Party, be necessary to serviceperfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, administer and collect each Pool Receivable from time in the opinion of counsel to timethe Controlling Party, all in accordance with this Agreement and all Applicable Lawsbe necessary or prudent. NAFI hereby makes, with reasonable care and diligenceconstitutes, and appoints, the Trust Collateral Agent acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in accordance with the Credit its name and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set asideon its behalf, for the accounts sole and exclusive purpose of each Secured Partyauthorizing said attorney to execute and deliver as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to show the Trust Collateral Agent as lienholder or secured party on the related Lien Certificates relating to a Financed Vehicle. NAFI hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the amount of Collections Controlling Party may instruct the Trust Collateral Agent and the Servicer to which each take or cause to be taken such Secured Party is entitled in accordance with Article IV hereof. The Servicer action as may, in accordance with the Credit and Collection Policy and consistent with past practices opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Originators, take such actionTrust, including modificationsby amending the title documents of such Financed Vehicles or by such other reasonable means as may, waivers in the opinion of counsel to the Controlling Party, be necessary or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractprudent; provided, however, that for purposes if the Controlling Party requests that the title documents be amended prior to the occurrence of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this an Insurance Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuingDefault, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of the Servicer in connection with such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver action shall be reimbursed to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool ReceivableServicer by the Controlling Party. (cd) The Subject to Section 9.5, the Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it by the Trust Collateral Agent pursuant to this Agreement, through Persons appointed by the Servicer’s obligations hereunder . Such Persons may include affiliates of the Servicer and may include the Seller and its affiliates. Notwithstanding any such delegation of a duty, the Servicer shall terminate on remain obligated and liable for the Final Payout Date. Promptly following performance of such duty as if the Final Payout DateServicer were performing such duty. (e) Upon the execution and delivery of this Agreement, the Servicer shall deliver to the Borrower all books, records Trust Collateral Agent and related materials that the Borrower previously provided to Insurer a list of officers and employees of the Servicer, upon which the Trust Collateral Agent may conclusively rely, involved in, or that have been obtained responsible for, the administration and servicing of the Receivables, which list shall from time to time be updated by the ServicerServicer as additional officers and employees of the Servicer become involved, or responsible for, the administration and servicing of the Receivables or officers or employees of the Servicer previously identified on any such list become disassociated with the administration and servicing of the Receivables. (f) The Servicer may take such actions as are necessary to discharge its duties as Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of the Trust such instruments and documents as may be customary, necessary or desirable in connection with the performance of the Servicer's duties under this AgreementAgreement (including consents, waivers and discharges relating to the Receivables and the Financed Vehicles and such instruments or documents as may be necessary to effect foreclosure or other conversion of the ownership of any Financed Vehicle). In furtherance thereof, the Trust Collateral Agent hereby irrevocably appoints the Servicer as its attorney-in-fact, such appointment being coupled with an interest, to execute on its behalf such documents or instruments as are necessary to effect the Repossession of Financed Vehicles, to deliver applicable Receivable Files, Receivable Documents and Title Documents to the Seller upon the sale of a Receivable to the Seller under this Agreement and to deliver applicable Receivable Files, Receivable Documents and Title Documents upon liquidation or final payment of a Receivable. The Trust Collateral Agent, upon receipt of a certificate of a Servicing Official requesting the same be accepted by the Trust Collateral Agent and certifying as to the reasons such documents are required, shall furnish the Servicer with any other powers of attorney or other documents reasonably necessary or appropriate which the Trust Collateral Agent may legally execute to enable the Servicer to carry out its servicing and administrative duties hereunder. Neither the Servicer nor any of its directors, officers, employees or agents will be under any liability to the Trust, the Trust Collateral Agent, the Insurer, any Noteholder, or the Seller for the consequences of any delay resulting from having to obtain such documents from the Trust Collateral Agent, provided that the Servicer furnished such certificate to the Trust Collateral Agent reasonably promptly after determining the necessity therefor in the particular instance.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be it deems necessary or advisable to service, administer and collect each Pool Receivable from time to time, and shall perform its duties hereunder, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, diligence and otherwise in accordance in all material respects with the applicable laws, tariffs, rules, regulations, each applicable Credit and Collection Policy and consistent the terms of this Agreement. Each of the Borrower, each Lender, each Liquidity Provider, each Managing Agent, each Issuing Lender and the Administrative Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Receivables and the Related Security. The Servicer (so long as it is Xxxxxx) will at all times apply the same standards and follow the same procedures with respect to the decision to commence litigation with respect to the Receivables, and in prosecuting and litigating with respect to Receivables, as it applies and follows with respect to trade accounts receivable serviced by it which are not Receivables; provided, however, that from and after the Termination Date, the Servicer shall commence or settle any legal action to enforce collection of any Defaulted Receivable or to foreclose upon or repossess any Related Security with respect thereto as reasonably directed by the Administrative Agent. In no event shall the Servicer be entitled to make the Administrative Agent, any Issuing Lender, any Managing Agent, any Lender or any Liquidity Provider a party to any litigation without such Person’s express prior written consent. (b) The Servicer shall apply all Collections to the Receivables owed by the applicable Obligors in a timely manner in accordance with the past business practices of the Originatorsrelated Originator in existence as of the Closing Date or the applicable date on which such Originator becomes a party to the Receivables Sale Agreement. In the event the Servicer receives any Collections or other proceeds of the Collateral, it shall set aside and hold in trust for the Borrower and the Secured Parties such Collections and other proceeds for application and remittance in accordance with Section 2.06 or 2.07, as applicable, and it shall remit the same to the Collection Account to the extent required hereunder. The Servicer shall set asideshall, for upon the accounts request of each Secured Partyany Managing Agent, segregate, in a manner acceptable to such Managing Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the amount general funds of Collections the Servicer or Borrower prior to which each such Secured Party is entitled the remittance thereof in accordance with Article IV hereofII. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit into the Collection Account such allocable share of Collections of Receivables set aside for the Secured Parties on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Within three (3) Business Days of the receipt of any Collections denominated in Canadian Dollars, the Servicer agrees to cause amounts on deposit denominated in Canadian Dollars to be converted to Dollars using the Dollar Equivalent. All risk and expense incident to such conversion is the responsibility of the Borrower. (c) The Servicer shall, as soon as practicable following receipt, turn over to the Person entitled thereto collections in respect of any receivable which is not a Receivable less, to the extent the Servicer performed any collection or enforcement actions which it was authorized by such Person to perform, all reasonable and appropriate out of pocket costs and expenses of such Servicer incurred in collecting and enforcing such receivable. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices Policy, extend the maturity of any Receivable or adjust the Originators, take such action, including modifications, waivers or restructurings Outstanding Balance of Pool Receivables and related Contracts, any Receivable as the Servicer may reasonably determine determines to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or Agreement. Notwithstanding anything to the contrary contained herein, during the existence of any other Transaction Document and (iii) if an Event of Default has occurred and is continuingTermination, the Managing Agents shall have the absolute and unlimited right to direct the Servicer may take to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for Borrower and the Secured Parties all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of any Managing Agent or the Administrative Agent, during the existence of any Event of Termination, deliver or make available to the Administrative Agent all such action only upon the prior written consent of Records, at a place selected by the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, thereof turn over to Borrower any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the Borrower request of any Issuing Lender or any Lender, furnish to the collections Issuing Lenders or the Lenders (promptly after any such request) a calculation of the amounts set aside for the Issuing Lenders and the Lenders pursuant to Article II. (f) Any payment by an Obligor in respect of any indebtedness that is not owed by it to any Originator or Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses Collection of any Receivable of such Servicer of servicing, collecting and administering Obligor (starting with the oldest such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver Receivable) to the Borrower all records in its possession that evidence or relate extent of any amounts then due and payable thereunder before being applied to any indebtedness that is not a Pool Receivable, and copies other receivable or other obligation of records in its possession that evidence or relate to any indebtedness that is a Pool Receivablesuch Obligor. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of the Seller and each Secured PartyPurchaser, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contractcontract thereof; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and CONSOL Energy or an Affiliate thereof is serving as the Servicer, the Servicer CONSOL Energy or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, following the occurrence and continuation of a Termination Event or an Unmatured Termination Event under Exhibit V, clause (j) hereof, the Administrator may direct the Servicer (whether the Servicer is CONSOL Energy or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller or other applicable person, the collections of any indebtedness that is not a Pool Receivable, less, if BrightView CONSOL Energy or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView CONSOL Energy or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout later of: (i) the Facility Termination Date, (ii) the date on which no Capital, or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or the Letters of Credit have expired and (iv) the date on which all amounts required to be paid to the Purchasers, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if CONSOL Energy or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy Policy. (b) The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account, or, to the extent permitted by the Security Agreement, a Company Owned Post Office Box. The Servicer shall execute a Collection Account Agreement in form and consistent substance reasonably satisfactory to the Administrative Agent with each bank maintaining a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security with respect thereto, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.03, the Administrative Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, the Borrower and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Servicer (or, during any Cash Dominion Trigger Period, the Administrative Agent) shall administer the Collections in accordance with the past practices of the Originatorsprocedures described herein and in Article III. The Servicer shall set aside, aside and hold in trust for the accounts account of each Secured Party, the amount Borrower and the Lenders their respective shares of the Collections to which each such Secured Party is entitled in accordance with Article IV hereofIII. During any Cash Dominion Trigger Period, the Servicer shall, at the request of the Administration Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Borrower prior to the remittance thereof in accordance with Article III to the extent of any accrued and unpaid Obligations. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit such Collections with a bank designated by the Administrative Agent on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. (d) The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices Policy, extend the maturity of any Receivable or adjust the Originators, take such action, including modifications, waivers or restructurings Outstanding Balance of Pool Receivables and related Contracts, any Receivable as the Servicer may reasonably determine determines to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Charged-Off Receivable or limit the rights of any Secured Party the Administrative Agent or the Lenders under this Agreement or Agreement. Notwithstanding anything to the contrary contained herein, at any other Transaction Document and (iii) if an Event of Default has occurred and is continuingtime during the Amortization Period, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower , in its discretion or at the direction of the Required Lenders, shall deliver have the absolute and unlimited right to direct the Servicer and the to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security with respect thereto. (e) The Servicer shall hold for the benefit of Borrower and the Administrative Agent (individually on behalf of the Lenders) all Records that (i) evidence or relate to the Receivables, the related Contracts and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) Related Security with respect thereto or (ii) are otherwise necessary or desirable to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to collect the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable Receivables and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demanddemand of the Administrative Agent, in its discretion or at the direction of the Required Lenders, at any time following an Amortization Event or a Potential Amortization Event, deliver or make available to the Borrower Administrative Agent all records in its possession that evidence or relate to any indebtedness that is not such Records, at a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained place selected by the ServicerAdministrative Agent, in connection with this Agreementthe consent or at the direction of the Required Lenders.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the applicable Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, aside for the accounts of each Secured Party, the Seller and the Purchasers the amount of Collections to which each such Secured Party is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the related ContractsContracts (each such action, a “Modification”), as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable ContractPolicies; provided, however, that for the purposes of this Agreement: (i) such action no Modification shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action no Modification shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party Purchaser, Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default or Unmatured Termination Event has occurred and is continuingcontinuing and Triumph or an Affiliate thereof is serving as the Servicer, the Servicer Triumph or such Affiliate may take such action make a Modification only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)the Purchasers, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator (with the consent of the Majority Purchaser Agents) may direct the Servicer (whether the Service is Triumph or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness to which the Seller is entitled that is not a Pool Receivable, less, if BrightView Triumph or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Triumph or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness to which the Seller is entitled that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Triumph or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set asideaside and hold in custody, for the accounts account of each Secured PartyPurchaser Group, the amount of the Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Administrator or any Secured Party Purchaser Group under this Agreement or any other Transaction Document and (iiiii) if an a Termination Event of Default has occurred and Airgas or an Affiliate thereof is continuingserving as the Servicer, the Servicer Airgas or such Affiliate may take make such action extension or adjustment only upon the prior written approval of the Administrator (with the consent of the Administrative AgentMajority Purchasers). The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator (with the consent or at the direction of the Majority Purchasers) may direct the Servicer (whether the Servicer is Airgas or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Airgas or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Airgas or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Airgas or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts account of each Secured PartyPurchaser Group, the amount of the Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Administrator or any Secured Party Purchaser Group under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and Worthington or an Affiliate thereof is continuingserving as the Servicer, the Servicer Worthington or such Affiliate may take make such action extension or adjustment only upon the prior written approval of the Administrator (with the consent of the Administrative AgentMajority Purchasers). The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Worthington or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Worthington or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Worthington or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Worthington or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. The Servicer shall manage, service, administer and make collections on the Collateral Obligations and perform the other actions required to be taken by the Servicer in accordance with the terms and provisions of this Agreement and the Servicing Standard. (a) The Servicer shall take or cause to be taken all such action actions, as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable attempt to recover Collections from time to time, all in accordance with this Agreement (i) Applicable Law, (ii) the applicable Collateral Obligation and all Applicable Lawsits Underlying Instruments and (iii) the Servicing Standard. The Borrower hereby appoints the Servicer, with reasonable care from time to time designated pursuant to Section 7.1, as agent for itself and diligence, in its name to enforce and administer its rights and interests in the Collections and the related Collateral Obligations. (b) The Servicer shall administer the Collections in accordance with the Credit and Collection Policy and consistent with the past practices of the Originatorsprocedures described herein. The Servicer shall set aside(i) instruct all Obligors (or related agents or administrative agents) to deposit Collections directly into the Collection Account, for (ii) deposit all Collections received directly by it into the accounts Collection Account within two (2) Business Day of receipt thereof and (iii) cause the Equityholder and each Secured Partyadministrative agent that is an Affiliate thereof to deposit all Collections received directly by the Equityholder or Affiliate into the Collection Account within two (2) Business Day of receipt thereof. The Servicer shall identify all Collections as either Principal Collections or Interest Collections, as applicable. The Servicer shall make such deposits or payments by electronic funds transfer through the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereofAutomated Clearing House system, or by wire transfer. The Servicer may, on any Determination Date or Distribution Date, instruct the Collateral Custodian to convert funds on deposit in accordance with the Credit and Collection Policy and consistent with past practices of Account into any Eligible Currency using the OriginatorsApplicable Conversion Rate if, take after giving effect to such actionexchange, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, the Borrower is in compliance with the Foreign Currency Sublimit and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit Borrower will have sufficient amounts in the rights of any Secured Party under this Agreement or any other Transaction Document Eligible Currency being converted to pay all amounts that it is aware will be payable pursuant to Sections 8.3(a)(i)(A)-(M) and 8.3(a)(ii)(A), (B), (E), (G) and (iiiJ) if an Event (calculated on a pro forma basis) in such Eligible Currency on the immediately following Distribution Date or such Distribution Date, as applicable. Such requirements shall be deemed satisfied upon delivery of Default has occurred and is continuing, instructions in respect thereof from the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Collateral Custodian. (c) The Servicer shall maintain for each Loan Party and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), Parties in accordance with their respective interestsinterests all Records that evidence or relate to the Collections not previously delivered to the Collateral Agent and shall, as soon as reasonably practicable upon demand of the Facility Agent, make available, or, upon the Facility Agent’s demand following the occurrence and during the continuation of a Servicer Default, deliver to the Facility Agent copies of all records and documents (including computer tapes Records in its possession which evidence or disks) with respect relate to each Pool Receivablethe Collections. (bd) The Servicer shall, as soon as reasonably practicable following actual receipt of collected fundsthereof, turn over to the Borrower the applicable Person any cash collections of any indebtedness or other cash proceeds received with respect to each Collateral Obligation that is do not constitute Collections or were paid in connection with a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool ReceivableRetained Interest. (ce) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout On each Measurement Date, (i) the Servicer (on behalf of the Borrower) shall re-determine the status of each Eligible Collateral Obligation as of such date and provide notice of any change in the status of any Eligible Collateral Obligation to the Collateral Agent and, as a consequence thereof, Collateral Obligations that were previously Eligible Collateral Obligations on a prior Measurement Date may be excluded from the Aggregate Eligible Collateral Obligation Amount on such Measurement Date and (ii) the Servicer shall deliver provide to the Borrower all books, records and related materials that Facility Agent the Borrower previously provided Borrowing Base Certificate pursuant to Section 6.2(o). (f) The Servicer may (with notice to the ServicerFacility Agent) execute any of its duties under this Agreement and the other Transaction Documents by or through its subsidiaries, affiliates, agents or that have been obtained by the Servicerattorneys in fact; provided that, in connection with this Agreementit shall remain liable for all such duties as if it performed such duties itself.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be it deems necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and accordance, in all Applicable Lawsmaterial respects, with reasonable care applicable laws, tariffs, rules, regulations and diligencethe Credit and Collection Policy. Each of the Borrower, each Lender, each Liquidity Provider, each Managing Agent and the Program Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Receivables and the Related Security. The Servicer (so long as it is PSE) will at all times apply the same standards and follow the same procedures with respect to the decision to commence litigation with respect to the Receivables, and in prosecuting and litigating with respect to Receivables, as it applies and follows with respect to trade accounts receivable serviced by it which are not Receivables; provided, however, that from and after the Termination Date, the Servicer shall commence or settle any legal action to enforce collection of any Defaulted Receivable or to foreclose upon or repossess any Related Security with respect thereto as directed by the Program Agent. In no event shall the Servicer be entitled to make the Program Agent, any Managing Agent, any Lender or any Liquidity Provider a party to any litigation without such Person’s express prior written consent. (b) The Servicer shall apply all Collections to the Receivables owed by the applicable Obligors in a timely manner in accordance with the Credit and Collection Policy and consistent with the past business practices of the OriginatorsOriginator in existence as of the date hereof. In the event the Servicer receives any Collections or other proceeds of the Collateral, it shall set aside and hold in trust for the Borrower and the Secured Parties such Collections and other proceeds for application and remittance in accordance with Section 2.06 or 2.07, as applicable, and it shall remit the same to the Collection Account to the extent required hereunder. The Servicer shall set asideshall, for upon the accounts request of each Secured Partyany Managing Agent, segregate, in a manner acceptable to such Managing Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the amount general funds of Collections the Servicer or Borrower prior to which each such Secured Party is entitled the remittance thereof in accordance with Article IV hereofII. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit into the Collection Account such allocable share of Collections of Receivables set aside for the Secured Parties on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. (c) The Servicer shall, as soon as practicable following receipt, turn over to the Person entitled thereto collections in respect of any receivable which is not a Receivable less, to the extent the Servicer performed any collection or enforcement actions which it was authorized by such Person to perform, all reasonable and appropriate out of pocket costs and expenses of such Servicer incurred in collecting and enforcing such receivable. (d) The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices Policy, extend the maturity of any Receivable or adjust the Originators, take such action, including modifications, waivers or restructurings Outstanding Balance of Pool Receivables and related Contracts, any Receivable as the Servicer may reasonably determine determines to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or Agreement. Notwithstanding anything to the contrary contained herein, during the existence of any other Transaction Document and (iii) if an Event of Default has occurred and is continuingTermination, the Servicer may take such action only upon Program Agent shall have the prior written consent of the Administrative Agent. The Borrower shall deliver absolute and unlimited right to direct the Servicer and the to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for Borrower and the benefit Secured Parties all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of any Managing Agent or the Administrative Program Agent, during the existence of any Event of Termination, deliver or make available to the Program Agent (individually and for all such Records, at a place selected by the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) Program Agent. The Servicer shall, as soon as practicable following actual receipt of collected funds, thereof turn over to Borrower any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the Borrower request of any Lender, furnish to the collections Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article II. (f) Any payment by an Obligor in respect of any indebtedness that is not owed by it to Originator or Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Program Agent, be applied as a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses Collection of any Receivable of such Servicer of servicing, collecting and administering Obligor (starting with the oldest such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver Receivable) to the Borrower all records in its possession that evidence or relate extent of any amounts then due and payable thereunder before being applied to any indebtedness that is not a Pool Receivable, and copies other receivable or other obligation of records in its possession that evidence or relate to any indebtedness that is a Pool Receivablesuch Obligor. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Issuer, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party the Issuer or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and Xxxxxxxxx or an Affiliate thereof is continuingserving as the Servicer, the Servicer Xxxxxxxxx or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Xxxxxxxxx or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Unmatured Termination Event described in paragraph (f) of Exhibit V has occurred and the Administrator believes in good faith that the failure to commerce, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Xxxxxxxxx or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Xxxxxxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Xxxxxxxxx or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts account of each Secured PartyPurchaser Group, the amount of the Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days or beyond 90 days from the original invoice date) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Administrator or any Secured Party Purchaser Group under this Agreement or any other Transaction Document and (iiiii) if an a Termination Event of Default has occurred and WESCO or an Affiliate thereof is continuingserving as the Servicer, the Servicer WESCO or such Affiliate may take make such action extension or adjustment only upon the prior written approval of the Administrator (with the consent of the Administrative AgentMajority Purchasers). The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is WESCO or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView WESCO or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView WESCO or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if WESCO or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, Contracts as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement: Agreement (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an Event of a Servicer Default has occurred and is continuingcontinuing and Xxxxx Corning Sales or an Affiliate thereof is serving as the Servicer, Xxxxx Corning Sales or such Affiliate shall not without the Servicer may take such action only upon the Administrator’s prior written consent take any such action with respect to any Pool Receivable, the Obligor of which is among the Administrative Agentten largest Obligors at such time computed based upon the Outstanding Balance of Pool Receivables at such time if such action is not permitted under the Credit and Collection Policy in effect immediately prior to such Servicer Default. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Xxxxx Corning Sales or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess, if applicable, any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Xxxxx Corning Sales or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout latest of: (i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which 100% of the LC Participation Amount is on deposit in the LC Collateral Account and (iv) the date on which all amounts (other than contingent, unasserted indemnification claims) required to be paid to the Purchasers, the Purchaser Agents, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Xxxxx Corning Sales or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts account of each Secured PartyPurchaser Group, the amount of the Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV hereof. ARTICLE I. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; providedPROVIDED, that for purposes of this AgreementHOWEVER, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, Receivable and (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Administrator or any Secured Party Purchaser Group under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative AgentAgreement. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Greetings, AGSC, any Originator or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; PROVIDED, HOWEVER, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Greetings, AGSC, any Originator or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Greetings, AGSC, any Originator or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Greetings, AGSC, any Originator or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisablecommercially reasonable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller, the Administrator, the Purchaser Agents and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party of the Purchasers, the Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Peabody or an Affiliate thereof is serving as the Servicer, the Servicer Peabody or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over . Notwithstanding anything to the Borrower contrary contained herein, the collections Administrator may direct the Servicer (whether the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce collection of any indebtedness that is not a Pool Receivable, less, if BrightView Receivable or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView to foreclose upon or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to repossess any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool ReceivableRelated Security. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts account of each Secured PartyPurchaser Group, the amount of the Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days or beyond 90 days from the original invoice date) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Administrator or any Secured Party Purchaser Group under this Agreement or any other Transaction Document and (iiiii) if an a Termination Event of Default has occurred and WESCO or an Affiliate thereof is continuingserving as the Servicer, the Servicer WESCO or such Affiliate may take make such action extension or adjustment only upon the prior written approval of the Administrator (with the consent of the Administrative AgentMajority Purchasers). The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is WESCO or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView WESCO or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView WESCO or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if WESCO or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance in all material respects with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with Policies (except in the past practices case of the OriginatorsLebanon Receivables). The Servicer shall set aside, aside for the accounts of each Secured Party, the Seller and the Purchasers the amount of Collections to which each such Secured Party is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable ContractPolicies; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agentshall not be required to comply with Credit and Collection Policies with respect to Lebanon Receivables. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)the Purchasers, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView CB or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView CB or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts then due and payable to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if CB or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originatorseach respective Originator. (b) The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Lock-Box Account. The Servicer shall set asidecause a Lock-Box Agreement in form reasonably acceptable to the Administrative Agent to be in effect with respect to each Lock-Box and Lock-Box Account. In the case of any remittances received in any Lock-Box or Lock-Box Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Pool Assets, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Lock-Box Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Purchasers, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section 6.2(c), the Servicer shall hold in trust for the accounts account of Seller and each Secured Party, Purchaser their respective shares of the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereofII. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative Agent or the Liberty Street Administrator, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until such Amortization Event is waived in the sole discretion of the Required Purchasers or until the conditions to further Purchases and Reinvestments set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent or the Liberty Street Administrator is not permitted to and has not requested the segregation of Collections in accordance with this Section 6.2(c) and CMC or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by CMC and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of CMC and its Affiliates. (d) The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices Policy, extend the maturity of any Receivable or adjust the Originators, take such action, including modifications, waivers or restructurings Outstanding Balance of Pool Receivables and related Contracts, any Receivable as the Servicer may reasonably determine determines to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable, Defaulted Receivable or a Defaulted Charged-Off Receivable or limit the rights of any Secured Party the Administrative Agent, the Liberty Street Administrator or the Purchasers under this Agreement or any other Transaction Document Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and (iii) if during continuation of an Event of Default has occurred and is continuingAmortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer may take to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for Seller and, the Administrative Agent, the Liberty Street Administrator and each Purchaser all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such action only upon Amortization Event is not, in the prior written consent sole discretion of the Administrative Agent. The Borrower shall deliver to , the Servicer Liberty Street Administrator and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party)Purchasers, waived in accordance with their respective intereststhis Agreement, all records and documents (including computer tapes or disks) with respect neither the Administrative Agent, the Liberty Street Administrator nor any Purchaser shall be required to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of grant any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shallwaiver), as soon as practicable upon demanddemand of the Administrative Agent, deliver or make available to the Borrower Administrative Agent all records such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to Seller any cash collections or other cash proceeds in its possession that evidence accordance with Article II and (B) to the applicable Person any cash collections or relate other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any indebtedness that is not Purchaserthe Liberty Street Administrator, furnish to the Purchasers (promptly after any such request) a Pool Receivable, and copies calculation of records in its possession that evidence or relate the amounts set aside for the Purchasers pursuant to any indebtedness that is a Pool ReceivableArticle II. (cf) The Servicer’s obligations hereunder shall terminate on Any payment by an Obligor in respect of any indebtedness owed by it to an Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by Contract or law and unless otherwise instructed by the Final Payout Date. Promptly following Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the Final Payout Date, the Servicer shall deliver oldest such Receivable) to the Borrower all books, records extent of any amounts then due and related materials that the Borrower previously provided payable thereunder before being applied to the Servicer, any other receivable or that have been obtained by the Servicer, in connection with this Agreementother obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause ---------------------- to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. ------- I. The Servicer may, in accordance with the Credit and Collection Policy Policy, extend - the maturity of any Pool Receivable (but not beyond 60 days and consistent not more than once with past practices respect to any such Pool Receivable) and extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, -------- ------- that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party the Purchasers, the Collateral Agent or the Funding Agents under this Agreement or any other Transaction Document and (iiiii) if an a Termination Event of Default has occurred and USS or an Affiliate thereof is continuingserving as the Servicer, the Servicer USS or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentFunding Agents. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Seller and the Collateral Agent (individually and for the benefit of each Secured Partythe Purchasers and the Funding Agents), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Funding Agents may direct the Servicer (whether the Servicer is USS or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given -------- ------- unless either: (A) a Termination Event has occurred or (B) any Funding Agent believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool ReceivableReceivable to the Person to whom such indebtedness is owed, less, if BrightView USS or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView USS or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchasers, the Funding Agents, the Collateral Agent, and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if USS or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be it deems necessary or advisable to service, administer and collect each Pool Lease Receivable from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices Policy. Each of the OriginatorsBorrower, each Lender, each Liquidity Provider and the Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to SECTION 7.02, to enforce its respective rights and interests in and under the Lease Receivables, the Related Security and the related Leases. The Servicer (so long as it is Capital Associates) will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Lease Receivables owned by the Borrower as it applies and follows with respect to Lease Receivables which are not owned by the Borrower. In no event shall set asidethe Servicer be entitled to make the Agent, for any Lender or any Liquidity Provider a party to any litigation without the accounts of each Secured Party, the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereofAgent's express prior written consent. 4.01. The Servicer (to the extent received by the Servicer) shall segregate and deposit with the Collection Account Bank the Collections and Remarketing Proceeds within two Business Days following receipt of information by the Servicer of such Collections and Remarketing Proceeds. Provided that the Termination Date shall not have occurred, Capital Associates, while it is Servicer, may, in accordance with the Credit and Collection Policy and consistent with past practices Policy, amend, modify or waive any term or condition of the Originatorsany Lease unless such amendment, take such action, including modifications, waivers modification or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: waiver (i) such action shall not, and shall not be deemed to, change is inconsistent with the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivableservicing standards set forth above, (ii) such action shall not alter would reduce or adversely affect the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit Obligor's obligation to maintain, service and insure the rights of any Secured Party under this Agreement or any other Transaction Document and underlying Equipment, (iii) would cause Lease Receivables arising thereunder to fail to be Eligible Lease Receivables (as if an Event tested on the date of Default has occurred and is continuingsuch amendment, modification or waiver) or (iv) would materially adversely affect the amount or collectibility of any Lease Receivable arising thereunder. Notwithstanding the provisions of the preceding sentence, the Servicer may take such action only upon the prior written consent (1) permit any of the Administrative Agentactions set forth in such clause, which in the Servicer's sole discretion, in accordance with the same manner in which it services contracts and equipment held for its own account, would maximize recoveries on any Lease, or (2) permit termination of a Lease which does not otherwise provide for termination by requiring, in the case of either clause (1) or (2), that the Obligor deposit in the Lockbox Account, in lieu of all future Periodic Installments of Rent with respect to such Lease, an amount which equals or exceeds the sum of the Senior Outstanding Balance of the related Lease Receivable plus any applicable fees, costs or expenses (including early termination payments) resulting from the reduction of the aggregate notional amount of the Interest Rate Xxxxxx with respect to such Lease Receivable by not later than the second Business Day following the consummation of such action; PROVIDED, HOWEVER, that the Servicer will not be permitted to allow prepayment by an Obligor if there are any amounts due under the related Lease after such prepayment. The Borrower shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of Borrower, the Administrative Agent (individually Lenders and for the benefit of each Secured Party), Liquidity Providers in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool ReceivableRecords. (b) The Servicer shall, shall as soon as practicable following actual receipt of collected funds, any Collections turn over to the Borrower (for distribution to the collections appropriate Persons by the Borrower) the Collections of any indebtedness that Lease Receivable which is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not owned by the Servicer, Borrower less all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, incurred in collecting and administering such collectionsenforcing the Lease Receivables. The Servicer, if other than BrightView or an Affiliate thereofCapital Associates, shall, shall as soon as practicable upon demand, demand deliver to the Borrower all records Records in its possession relating to Lease Receivables of the Borrower other than Lease Receivables that evidence or relate to any indebtedness that is are not a Pool Receivableowned by the Borrower, and copies of records Records in its possession relating to Lease Receivables that evidence or relate to any indebtedness that is a Pool Receivableare not owned by the Borrower. The Servicer's authorization under this Agreement shall terminate on the Business Day immediately after the Collection Date. (c) The Servicer’s obligations hereunder shall terminate on Upon receipt of notice from the Final Payout Date. Promptly following Borrower, the Final Payout DateAgent or any other Person, or if the Servicer otherwise learns, that the Obligor under any Lease is in default thereunder, the Servicer will take such action as is appropriate, consistent with the Servicer's administration of leases held for its own account and consistent with the customary practices of servicers in the same segment of the industry, including such action as may be necessary to cause, or attempt to cause, the Obligor thereunder to cure such default (if the same may be cured) or to terminate or attempt to terminate such Lease and to recover, or attempt to recover, all damages resulting from such default to the extent permitted under such Lease and under applicable law. All amounts realized by the Servicer in the performance of its duties under this SECTION 7.04(c) with respect to any item constituting part of the Pledged Assets (net of Servicer's actual out-of-pocket expenses and internal commissions reasonably incurred in such realization) shall be held in trust by the Servicer, as agent for the Agent, and deposited within two Business Days of receipt thereof for deposit in the Collection Account in accordance with the provisions of this Agreement. (d) Notwithstanding anything to the contrary contained in this ARTICLE VII, the Servicer, if the Agent or its designee, shall have no obligation to collect, enforce or take any other action described in this ARTICLE VII with respect to any Lease Receivable that is not a Lease Receivable owned by the Borrower other than to deliver to the Borrower the Collections and documents with respect to any such Lease Receivable that is not a Lease Receivable owned by the Borrower as described in the first two sentences of SECTION 7.04(b) and to exercise the same degree of care with respect to Collections and documents in its possession as it would with respect to its own property. (e) Upon the expiration or termination of a Lease, and subject to any purchase provisions thereof and the rights of the related Obligor, the Servicer or the Agent, as applicable, shall use commercially reasonable best efforts to sell or lease the Equipment under such Lease on behalf of the Borrower to any willing end user. The proceeds realized in connection with each such sale or lease shall be deposited in the Collection Account. The Borrower hereby appoints the Servicer as its attorney in fact for the purpose of selling or leasing any such Equipment, and the Servicer shall have the right and authority, as attorney in fact for the Borrower, to do any and all books, records things and related materials to execute and deliver any and all instruments on behalf of the Borrower that the Borrower previously provided could do or execute and deliver directly, PROVIDED that all such powers of the Servicer as attorney in fact for the Borrower and the right to sell and lease Equipment may be terminated following the occurrence of a Servicer Replacement Event upon notice by the Agent to the ServicerServicer (such notice, a "TERMINATION NOTICE"). Upon delivery of a Termination Notice, the Borrower shall be deemed to have appointed the Agent (or that have been obtained any Person designated by the ServicerAgent) as its attorney in fact for the purpose of selling or leasing any such Equipment, and the Agent (or any Person designated by the Agent) shall have the right and authority, as attorney in connection with this Agreementfact for the Borrower, to do any and all things and to execute and deliver any and all instruments on behalf of the Borrower that the Borrower could do or execute and deliver directly. The Borrower agrees to execute any and all powers of attorney and other instruments reasonably necessary or convenient to evidence or give effect to the foregoing powers of attorney.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Party, the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereofPolicies. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party the Banks or the Facility Agent under this Agreement or any other Transaction Document and (iiiii) if an a Termination Event of Default has occurred and Weirton or an Affiliate thereof is continuingserving as the Servicer, the Servicer Weirton or such Affiliate may take make such action extension or adjustment to an Eligible Receivable only upon the prior written consent approval of the Administrative Facility Agent. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Seller and the Facility Agent (individually and for the benefit of each Secured Partythe Banks and individually), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Facility Agent may, so long as the Purchased Interest is greater than or equal to 50%, following the occurrence and during the continuation of a Termination Event, direct the Servicer (whether the Servicer is Weirton or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the Final Payout latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date the L/C Participation Amount is cash collateralized in full or the date all other amounts owed by the Seller under the Agreement to any Bank, the Facility Agent and any other Indemnified Party or Affected Person shall be paid in full. Promptly following After such termination, if Weirton or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take service and administer the Receivables on behalf of the Trust and shall have full power and authority, acting alone and/or through Sub-Servicers as provided in Section 4.2, to do any and all things which it may deem necessary or cause to be taken all desirable in connection with such action as may be necessary to service, administer servicing and collect each Pool Receivable from time to time, all in accordance administration and which are consistent with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance Agreement. Consistent with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Party, the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes terms of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take waive, modify or vary any term of any Receivable or consent to the postponement of strict compliance with any such action only upon term or in any manner, grant indulgence to any Obligor if, in the prior written consent Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Noteholders or the Insurer; provided however, that the Servicer may not permit any modification with respect to any Receivable that would change its Annual Percentage Rate, defer the payment of any principal or interest (except to the extent permitted by Section 4.6(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 4.6(a)) the final maturity date on such Receivable. Without limiting the generality of the Administrative Agent. The Borrower shall deliver foregoing, the Servicer in its own name or in the name of the Seller is hereby authorized and empowered by the Trust Collateral Agent when the Servicer believes it appropriate in its best judgment to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Servicer Receivables and with respect to the Financed Vehicles; provided however, that notwithstanding the foregoing, the Servicer shall hold for not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the benefit right to collect the unpaid balance of any Receivable from the Administrative Agent (individually Obligor, except that the Servicer may forego collection efforts if the amount subject to collection is de minimis and for the benefit of each Secured Party), if it would forego collection in accordance with their respective interestsits customary procedures. If any Receivable contains a "due-on-sale" provision allowing the holder thereof to accelerate the Receivable upon sale of the Financed Vehicle financed thereunder, all records and documents (including computer tapes or disks) with respect the Servicer shall take reasonable steps under the circumstances to each Pool Receivableenforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Servicer shall not be obligated to take any legal action to enforce such provision. (b) The Servicer shallshall service and administer the Receivables by employing procedures (including collection procedures) and a degree of care consistent with prudent industry standards and as are customarily employed by servicers in servicing and administering comparable motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. The Servicer shall take all actions (other than those required to be taken by the Seller pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests granted by the obligors in the Financed Vehicles to NAFI, as soon as practicable following actual receipt the case may be, and to maintain continuous perfection of collected fundsthe security interest created by each Receivable in the related Finance Vehicle on behalf of the Trust Collateral Agent, turn over including, but not limited to, using reasonable efforts to obtain execution by the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Borrower Trust Collateral Agent and do not and need not identify the collections Trust Collateral Agent as the secured party or lienholder with respect to the Receivables), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Receivables on behalf of the Trust Collateral Agent; provided however, that the Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Servicer shall not take any action to impair the Trust's rights in any Receivable, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Receivable shall not be released in whole or in part from the security interest granted by the Receivable, except upon payment in full of the Receivable or as otherwise contemplated herein. The Servicer shall not extend or otherwise amend the terms of any indebtedness that is not a Pool Receivable, lessexcept in accordance with Section 4.1(a). Upon discovery by either the Servicer or any Sub-Servicer or actual knowledge by a Trust Officer of the Trust Collateral Agent of a default by the Servicer in the performance of its obligations under this Section 4.1(b) which materially and adversely affects the interests of the Noteholders or the Insurer in the related Receivable, if BrightView the party discovering or an Affiliate having knowledge of such breach shall give prompt written notice thereof is to the other parties and the Insurer. If the Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trust Collateral Agent was notified, or the Servicer, all reasonable and appropriate outthe Trust Collateral Agent or the Sub-of-pocket costs and expenses servicer became aware, if earlier, of such default, then the Servicer of servicing, collecting and administering shall promptly purchase such collectionsReceivable from the Trust. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver Any such purchase by the Servicer shall be in exchange for the delivery by the Servicer to the Borrower all records Trust of the Purchase Amount. Except as expressly provided in its possession Section 9.2 and subject to Section 10.1, it is understood and agreed that evidence the obligation of the Servicer to repurchase any Receivable as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Seller, the Noteholders, the Insurer or relate to any indebtedness that is not a Pool Receivable, and copies the Indenture Trustee on behalf of records in its possession that evidence or relate to any indebtedness that is a Pool Receivablethe Noteholders. (c) The Servicer’s obligations hereunder shall terminate on Upon the Final Payout Date. Promptly following the Final Payout Dateoccurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (j), the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer in writing to take or cause to be taken, or, if an Insurer Default shall deliver to have occurred, upon the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.occurrence of a

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and in all material respects with all Applicable Laws, with reasonable care and diligence, and in all material respects in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured PartyGroup, the amount of Collections to which each such Secured Party Group is entitled in accordance with Article IV hereof. The Servicer may, in all material respects in accordance with the Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Capital Coverage Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than thirty (30) days after the original due date thereof and (iiiv) if an Event of Default Termination has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured PartyGroup), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The [Reserved].If the Servicer shall, as soon as practicable following actual receipt receives collections from an obligor on account of collected funds, turn over to Excluded Division Receivables and Pool Receivables and such obligor has not specified the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses allocation of such collections among such Excluded Division Receivables and Pool Receivables, the Servicer shall allocate such collections ratably among such Excluded Division Receivables and Pool Receivables based upon the notional outstanding amount of servicing, collecting such Excluded Division Receivables and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool ReceivableReceivables. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower Seller all books743409020 19618061 103 Administrative Agent has exercised exclusive dominion and control over any Collection Account, records the Servicer may, in its sole discretion, and related materials shall at the direction of the Administrative Agent, deliver to the Administrative Agent a Commingling Report on any Business Day. Upon receipt of such Commingling Report, the Administrative Agent shall promptly review such Commingling Report to determine if such Commingling Report constitutes a Qualifying Commingling Report. In the event that the Borrower previously provided Administrative Agent reasonably determines that such Commingling Report constitutes a Qualifying Commingling Report, the Administrative Agent shall, unless otherwise directed by any Governmental Authority or otherwise prohibited by Applicable Law, promptly remit to the ServicerServicer from the Collection Accounts the lesser of (i) the amount identified on such Qualifying Commingling Report as Affiliate Collections and Excluded Division Collections on deposit in the Collection Accounts and (ii) the aggregate amount of available funds then on deposit in the Collection Accounts. For purposes of this clause (d), or that each of the following terms shall have been obtained by the Servicer, in connection with this Agreement.meanings set forth below:

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured PartyLender, the amount of Collections to which each such Secured Party Lender is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract if any Borrowing Base Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 4.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable or extend the due date of any Pool Receivable after the original due date thereof and (v) if an Initial Servicer Default or an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured PartyLender), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Initial Servicer Default or an Event of Default has occurred and is continuing, the Administrative Agent may (or at the direction of the Required Class Lenders of any Class, shall) direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Person entitled thereto, the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Initial Servicer or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Initial Servicer or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance in all material respects with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with Policies (except in the past practices case of the OriginatorsSpecified Receivables). The Servicer shall set aside, aside for the accounts of each Secured Party, the Seller and the Purchasers the amount of Collections to which each such Secured Party is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable ContractPolicies; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agentshall not be required to comply with Credit and Collection Policies with respect to Specified Receivables. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)the Purchasers, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView CB or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView CB or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts then due and payable to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if CB or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall hold in trust (but shall not be required to set asideaside or segregate), for the accounts of each Secured Partythe Seller and the Issuer, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under (and take any other actions with respect to a Receivable in accordance with the Credit and Collection Policy or as expressly required under Applicable Laws make or issue credit memos, non-cash adjustments, other reductions or adjustments on the applicable ContractServicer's books and records in order to accomplish the items listed in subclauses (i) through (v) of clause (a) of the definition of Specific Dilution Ratio) ; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party the Issuer or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and Church & Dwight or an Affiliate thereof is continuingserving as the Servicer, the Servicer Church & Dwigxx xx such Affiliate may take make such action extension or adjustment only upon the prior written consent xxx xrior approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may in its reasonable discretion, subject, if no Termination Event exists and is continuing, to the consent of the Servicer, not to be unreasonably withheld, direct the Servicer (whether the Servicer is Church & Dwight or any other Person) to commence or settle any legal action to enxxxxx collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness of the Seller that is not a Pool Receivable, less, if BrightView Church & Dwight or an Affiliate thereof is not the Servicer, all reasonable and appropriate axxxxxxiate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Church & Dwight or an Affiliate thereof, shall, as soon as practicable upon demanddemanx, deliver xxxiver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness of the Seller that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Church & Dwight or an Affiliate thereof was not the Final Payout DateServicer on the date of such xxxxxxation, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, aside for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers extend the maturity of any Pool Receivable and extend the maturity or restructurings adjust the Outstanding Balance of Pool Receivables and related Contractsany Defaulted Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, that for purposes of this Agreement: (i) such action extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Cloud Peak or an Affiliate thereof is serving as the Servicer, the Servicer Cloud Peak or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Cloud Peak or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Cloud Peak or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.such

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be it deems necessary or advisable to service, administer and collect each Pool Receivable from time to timetime and to enforce collection of the Receivables Assets, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices Policy. Each of the OriginatorsSeller, the Purchaser, each Liquidity Provider and the Agent hereby appoints as its nominee the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Receivables and the Related Security. The Servicer shall set aside, for the accounts of each Secured Party, the amount of Collections is authorized to which each such Secured Party is entitled in accordance with Article IV hereof. The Servicer may, (i) in accordance with the Credit and Collection Policy Policy, alter, amend or modify the terms of any Transferred Receivable, provided that no such modification shall have the effect of any Transferred Receivable becoming an Eligible Receivable if such Transferred Receivable was not an Eligible Receivable prior to such modification or would have ceased to be an Eligible Receivable but for such modification, and consistent (ii) after any Transferred Receivable becomes a Defaulted Receivable and to the extent permitted under and in compliance with past practices applicable law, commence proceedings with respect to the enforcement of payment of any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Transferred Receivable. In no event shall the Servicer be entitled to make the Agent, the Purchaser or any Liquidity Provider a party to any litigation without the Agent’s express prior written consent. Each of the OriginatorsSeller, take such actioneach Originator, including modifications, waivers or restructurings of Pool Receivables the Agent and related Contracts, as the Purchaser shall furnish the Servicer may with any powers of attorney and other documents reasonably determine necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) The Servicer shall collect or cause to be appropriate collected, at its sole cost and expense in consideration of the Servicer Fee, all amounts due or to maximize Collections thereof or reflect adjustments expressly permitted become due under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall notReceivables Assets, and shall not be deemed to, change set aside for the number of days such Pool Receivable has remained unpaid from the date account of the original due date related Purchaser and the Liquidity Providers the Collections of Receivables in accordance with Section 2.04, provided, that, until the Agent notifies the Servicer to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if contrary following an Event of Default has occurred and is continuingTermination, neither the Servicer nor the Seller shall be required to segregate the funds constituting Collections prior to the remittance or deposit thereof into the Collection Account in accordance with Section 2.04. At any time following an Event of Termination, the Agent may require the Servicer may take and the Seller to segregate and deposit the Collections of Receivables into the Collection Account or such action only upon other account as shall have been designated by the prior written consent Agent, or set aside for the Purchaser and the Liquidity Providers, within two Business Days following receipt by the Servicer of the Administrative Agentsuch Collections. The Borrower Seller shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of Seller, the Administrative Agent (individually Purchaser and for the benefit of each Secured Party), Liquidity Providers in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over Records. Notwithstanding anything to the Borrower contrary contained herein, at any time after an occurrence of an Event of Termination, the collections Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action to enforce collection of any indebtedness Transferred Receivable or to foreclose upon or repossess any Related Security; provided that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable Agent has given the Servicer five (5) Business Days’ prior notice and appropriate out-of-pocket costs and expenses during such notice period the Outstanding Balance of such Servicer of servicing, collecting and administering such collectionsReceivable has not been reduced to zero. The Servicer, if other than BrightView ’s authorization under this Purchase Agreement shall terminate on the Final Collection Date. The Servicer shall perform and observe all the terms and provisions of the Contracts to be performed or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivableobserved by it, and copies of records maintain the Contracts in its possession that evidence or relate to any indebtedness that is a Pool Receivablefull force and effect. (c) Upon discovery by the Servicer or the Buyer that the Servicer has breached Section 6.02(a) and such breach materially impairs the value of the applicable Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The Servicer’s obligations hereunder shall terminate Servicer shall, if requested by notice from the Buyer, on the Final Payout Date. Promptly first Business Day following receipt of such notice, repurchase such Transferred Receivable from the Final Payout Date, the Servicer shall deliver Buyer for cash in an amount equal to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this AgreementOutstanding Balance of such Transferred Receivable.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Investors, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable, so long as no Termination Event or Unmatured Termination Event has occurred or would result from such extension, and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party the Investors or the Agent under this Agreement or any other Transaction Document and (iiiii) if an a Termination Event of Default has occurred and Xxxxxxx or an Affiliate of Warnaco is continuingserving as the Servicer, the Servicer Xxxxxxx or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative Agent and the Co-Agent. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Seller and the Agent (individually and for the benefit of each Secured Partythe Investors), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, for so long as a Termination Event has occurred and is continuing, the Agent may direct the Servicer (whether the Servicer is Xxxxxxx or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Xxxxxxx or an Affiliate thereof of Warnaco is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Xxxxxxx or an Affiliate thereofof Warnaco, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The With respect to any Business Note released by the Custodian, on behalf of the Indenture Trustee, to the Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and any Subservicer in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Party, the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes terms of this Agreement: , other than a release or satisfaction pursuant to Section 5.02, prior to such release, the Indenture Trustee or Custodian shall (i) such action shall notcomplete all endorsements in blank so that the endorsement reads "Pay to the order of HSBC Bank USA, as Indenture Trustee under the Indenture dated as of May 9, 1999, Series 1999-1" and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter complete a restrictive endorsement that reads "HSBC Bank USA is the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent holder of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Administrative Agent (individually Noteholders and for the benefit Certificateholders under the Indenture dated as of each Secured Party)May 31, in accordance with their respective interests1999, all records and documents (including computer tapes or disks) Series 1999-1" with respect to each Pool Receivablethose Business Notes currently endorsed "Pay to the order of holder." (b) The Servicer shallServicer, as soon as practicable following actual receipt independent contract servicer, shall service and administer the Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of collected funds, turn over this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (x) has a net worth of at least $5,000,000 or (y) is an affiliate of the Borrower Servicer. The Servicer shall notify the collections Indenture Trustee of the appointment of any indebtedness that is subservicer. Any such Subservicing Agreement shall be consistent with and not a Pool Receivable, less, if BrightView or an Affiliate thereof is not violate the Servicer, all reasonable provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and appropriate out-of-pocket costs and expenses conditions of such Servicer of servicing, collecting Subservicing Agreement and administering such collections. The Servicer, if other than BrightView to either itself directly service the related Loans or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not enter into a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is Subservicing Agreement with a Pool Receivablesuccessor subservicer which qualifies hereunder. (c) The Servicer’s obligations hereunder shall terminate on Notwithstanding any Subservicing Agreement, any of the Final Payout Date. Promptly following provisions of this Agreement relating to agreements or arrangements between the Final Payout DateServicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Indenture Trustee, the Noteholders, the Certificateholders and the Owner Trustee for the servicing and administering of the Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Loans when any Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Loans involving a Subservicer and the Servicer shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 4.01(e). (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Default), the Indenture Trustee or its designee shall, subject to Section 10.02 hereof, thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee is then permitted and elects to terminate any Subservicing Agreement in accordance with its terms. The Indenture Trustee, its designee or the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Indenture Trustee, deliver to the Borrower assuming party all booksdocuments and records relating to each Subservicing Agreement and the Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, records and related materials the Servicer may waive, modify or vary any term of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Obligor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders or the Certificateholders; provided, however, that (unless (x) the Borrower previously provided Obligor is in default with respect to the Loan, or such default is, in the judgment of the Servicer, imminent and (y) the Servicer determines that any modification would not be considered a new loan for federal tax purposes) the Servicer may not permit any modification with respect to any Loan that would change the Loan Interest Rate, defer (subject to Section 4.12), or that have been obtained forgive the payment of any principal or interest (unless in connection with the liquidation of the related Loan), or extend the final maturity date on such Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to the Noteholders or the Certificateholders be added to the amount owing under the related Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of the Indenture Trustee, each Noteholder and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to any Mortgaged Properties or other Collateral. If reasonably required by the Servicer, in connection the Owner Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. The Servicer, in servicing and administering the Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted servicing practices of prudent lending institutions and giving due consideration to the Noteholders', and Certificateholders' reliance on the Servicer. (g) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 9.04, after receipt of the Opinion of Counsel required pursuant to Section 9.04, the Indenture Trustee or its designee shall assume all of the rights and obligations of the Servicer, subject to Section 10.02

Duties of the Servicer. (a) The Servicer It is intended that each of REMIC I and REMIC II hereunder shall take or cause constitute, and that the affairs of each of REMIC I and REMIC II shall be conducted so as to be taken all such action qualify as may be necessary to service, administer and collect each Pool Receivable from time to time, all a "real estate mortgage investment conduit" as defined in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Policy agrees that it shall act as agent (and consistent the Servicer is hereby appointed to act as agent) on behalf of REMIC I and REMIC II and as Tax Matters Person on behalf of REMIC I and REMIC II, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066) and any other Tax Return required to be filed by REMIC I or REMIC II using a calendar year as the taxable year for each of REMIC I and REMIC II and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of each of REMIC I and REMIC II for their first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the past practices REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of REMIC I or REMIC II are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the OriginatorsREMIC status of either REMIC I or REMIC II or that would cause the imposition of a prohibited transaction tax or a tax on contributions to REMIC I or REMIC II; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on each of REMIC I and REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of REMIC I and REMIC II are properly executed by the appropriate person; (viii) represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I and REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II and otherwise act on behalf of REMIC I and REMIC II in relation to any tax matter involving either REMIC I or REMIC II; (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee; and (x) in connection with any FHA Loan, timely pay to the FHA the FHA Insurance Premium required to be paid for each FHA Loan. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC I and REMIC II. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set asideindemnify the Trustee and REMIC I or REMIC II, as applicable, for any liability it may incur in connection with this Section 5.01(a) including reimbursement to the accounts Certificate Insurer for any Insured Payments made by the Certificate Insurer in connection with such liability with respect to the Pool I and Pool IV Mortgage Loans, if any, which indemnification shall survive the termination of each Secured PartyREMIC I and REMIC II; provided, however, that the amount of Collections Servicer shall not indemnify the Trustee for its negligence or willful misconduct. With respect to which each such Secured Party is entitled in accordance with Article IV hereof. The any Mortgage Note (other than a Mortgage Note relating to a Pool III Mortgage Loan) released by the Trustee to the Servicer may, or to any Subservicer in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes terms of this Agreement: , other than a release or satisfaction pursuant to Section 7.02, prior to such release, the Trustee shall (ia) such action shall notcomplete all endorsements in blank so that the endorsement reads "Pay to the order of The Bank of New York, as Trustee under the Pooling and shall not be deemed toServicing Agreement dated as of August 31, change 1997, 1997-C" and (b) complete a restrictive endorsement that reads "The Bank of New York is the number of days such Pool Receivable has remained unpaid from the date holder of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Administrative Agent Certificateholders under the Pooling and Servicing Agreement dated as of August 31, 1997, 1997-C" with respect to those Mortgage Notes (individually other than a Mortgage Note relating to a Pool III Mortgage Loan) currently endorsed "Pay to the order of holder." With respect to any Mortgage Note relating to a Pool III Mortgage Loan released by the Co-Trustee to the Servicer or any Subservicer in accordance with the terms of this Agreement, other than a release or satisfaction pursuant to Section 7.02 or a release to the Claims Administrator pursuant to Section 5.15(b), prior to such release, the Co-Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of First Union Trust Company, National Association, as Co-Trustee under the Pooling and Servicing Agreement dated as of August 31, 1997, 1997-C" and (b) complete a restrictive endorsement that reads "First Union Trust Company, National Association is the holder of the mortgage note for the benefit of each Secured Party)the Certificateholders under the Pooling and Servicing Agreement dated as of August 31, in accordance with their respective interests1997, all records and documents (including computer tapes or disks) 1997- C" with respect to each those Mortgage Notes relating to Pool ReceivableIII Mortgage Loans currently endorsed "Pay to the order of Holder." (b) The Servicer shallServicer, as soon as practicable following actual receipt independent contract servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of collected funds, turn over this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (x) has (i) been designated an approved Seller- Servicer by FHLMC or FNMA for first and second mortgage loans and (ii) has a net worth of at least $5,000,000 or (y) is an Originator or another affiliate of the Servicer. The Servicer shall give notice to the Borrower Certificate Insurer of the collections appointment of any indebtedness that is Subservicer. Any such Subservicing Agreement shall be consistent with and not a Pool Receivable, less, if BrightView or an Affiliate thereof is not violate the Servicer, all reasonable provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and appropriate out-of-pocket costs and expenses conditions of such Servicer of servicing, collecting Subservicing Agreement and administering such collections. The Servicer, if other than BrightView to either itself directly service the related Mortgage Loans or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not enter into a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is Subservicing Agreement with a Pool Receivablesuccessor subservicer which qualifies hereunder. (c) The Servicer’s obligations hereunder shall terminate on Notwithstanding any Subservicing Agreement, any of the Final Payout Date. Promptly following provisions of this Agreement relating to agreements or arrangements between the Final Payout DateServicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Certificateholders and, in the case of Pool I and Pool IV Mortgage Loans, the Certificate Insurer, for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when any Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 5.01(e). (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee shall, subject to Section 10.02 hereof, thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee is then permitted and elects to terminate any Subservicing Agreement in accordance with its terms. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Trustee, deliver to the Borrower assuming party all booksdocuments and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, records the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Pool I, Pool II, Pool III and related materials Pool IV Certificateholders or, with respect to the Pool I and Pool IV Mortgage Loans, the Certificate Insurer, provided, however, that (unless (x) the Borrower previously provided Mortgagor is in default with respect to a Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and in the case of a Pool I or Pool IV Mortgage Loan the Servicer obtains written consent of the Certificate Insurer and (y) the Servicer determines that have been obtained any modification would not be considered a new mortgage loan for federal income tax purposes) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer (subject to Section 5.12), or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan), or extend the final maturity date on such Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Certificateholders be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, and subject to the consent of the Certificate Insurer, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, in connection the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. The Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted second mortgage servicing practices (or, in the case of FHA Loans, in accordance with accepted Title I servicing practices or, in the case of Multifamily Loans, in accordance with accepted multifamily loan servicing practices) of prudent lending institutions and giving due consideration to the Certificate Insurer's and the Certificateholders' reliance on the Servicer. (g) On and after such time as the Trustee and the Co-Trustee receive the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 9.04, after receipt of the Opinion of Counsel required pursuant to Section 9.04, the Trustee or its designee (or, with respect to the Pool III Mortgage Loans, the Co-Trustee or its designee) shall assume all of the rights and obligations of the Servicer, subject to Section 10.02

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, aside for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer maymay correct errors in Receivables and records of Receivables, including correcting to conform to applicable laws, rules and regulations, and to the applicable Contract, and, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable ContractPolicy; provided, that for purposes of this Agreementhowever, that: (i) such action shall notcorrections, modifications, waivers and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action restructurings shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iiiii) if a Termination Event or an Unmatured Termination Event of Default has occurred and is continuingcontinuing and Cxxxxx Tire or an Affiliate thereof is serving as the Servicer, the Servicer Cxxxxx Tire or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)Purchaser Group, in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Cxxxxx Tire or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Cxxxxx Tire or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Cxxxxx Tire or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Cxxxxx Tire or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, Contracts as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement: Agreement (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Meritor or an Affiliate thereof is serving as the Servicer, the Servicer Meritor or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Meritor or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess, if applicable, any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Meritor or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Meritor or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable.. 701648899 12403015 (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following After such termination, if Meritor or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller, the Administrator, the Purchaser Agents and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party of the Purchasers, the Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Peabody or an Affiliate thereof is serving as the Servicer, the Servicer Peabody or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Peabody or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Peabody or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller 719921903 05109795 29 all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following After such termination, if Peabody or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, aside and hold in trust (or cause the Seller to set aside and hold) for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contractsany Defaulted Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, that for purposes of this Agreement: (i) such action extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, any Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and VWR or an Affiliate thereof is serving as the Servicer, the Servicer VWR or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer (or the applicable Sub-Servicer) and the Servicer or such Sub-Servicer, as applicable, shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)Purchaser Group, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is VWR or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness owed to the Seller that is not a Pool Receivable, less, if BrightView VWR or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView VWR or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout latest of: (i) the Facility Termination Date, (ii) the date on which no Capital or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which an amount equal to (A) the amount necessary to reduce the Adjusted LC Participation Amount to zero ($0 and/or €0, as applicable) and (B) an amount equal to the LC Fee Expectation has been deposited in the LC Collateral Account or all Letters of Credit have expired, and (iv) the date on which all amounts required to be paid to each Purchaser Agent, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if VWR or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Credit Party, the amount of Collections to which each such Secured Credit Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice and/or due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable.under (b) The Servicer shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Davey Tree or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Davey Tree or an Affiliate thereof, shall, as soon as reasonably practicable upon written demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Datedate, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originatorseach respective Originator. (b) The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Lock-Box Account. The Servicer shall set asidecause a Lock-Box Agreement in form reasonably acceptable to the Administrative Agent to be in effect with respect to each Lock-Box and Lock-Box Account. In the case of any remittances received in any Lock-Box or Lock-Box Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Pool Assets, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Lock-Box Bank a Collection Notice pursuant to Section 6.4 (such date, the “Dominion Date”), the Administrative Agent, on behalf of the Purchasers, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section 6.2(c), the Servicer shall hold in trust for the accounts account of Seller and each Secured Party, Purchaser their respective shares of the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereofII. Following the occurrence of the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until such Amortization Event is waived in the sole discretion of the Required Purchasers or until the conditions to further Purchases and Reinvestments set forth in Section 4.2 are satisfied. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to and has not requested the segregation of Collections in accordance with this Section 6.2(c) and CMC or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by CMC and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of CMC and its Affiliates. (d) The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices Policy, extend the maturity of any Receivable or adjust the Originators, take such action, including modifications, waivers or restructurings Outstanding Balance of Pool Receivables and related Contracts, any Receivable as the Servicer may reasonably determine determines to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable, Defaulted Receivable or a Defaulted Charged-Off Receivable or limit the rights of any Secured Party the Administrative Agent or the Purchasers under this Agreement or any other Transaction Document Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and (iii) if during continuation of an Event of Default has occurred and is continuingAmortization Event, the Servicer may take such action only upon Administrative Agent shall have the prior written consent of the Administrative Agent. The Borrower shall deliver absolute and unlimited right to direct the Servicer and the to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for Seller and the benefit Administrative Agent and each Purchaser all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not, in the sole discretion of the Administrative Agent (individually and for the benefit of each Secured Party)Purchasers, waived in accordance with their respective intereststhis Agreement, all records and documents (including computer tapes or disks) with respect neither the Administrative Agent nor any Purchaser shall be required to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of grant any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shallwaiver), as soon as practicable upon demanddemand of the Administrative Agent, deliver or make available to the Borrower Administrative Agent all records such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to Seller any cash collections or other cash proceeds in its possession that evidence accordance with Article II and (B) to the applicable Person any cash collections or relate other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any indebtedness that is not Purchaser, furnish to the Purchasers (promptly after any such request) a Pool Receivable, and copies calculation of records in its possession that evidence or relate the amounts set aside for the Purchasers pursuant to any indebtedness that is a Pool ReceivableArticle II. (cf) The Servicer’s obligations hereunder shall terminate on Any payment by an Obligor in respect of any indebtedness owed by it to an Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by Contract or law and unless otherwise instructed by the Final Payout Date. Promptly following Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the Final Payout Date, the Servicer shall deliver oldest such Receivable) to the Borrower all books, records extent of any amounts then due and related materials that the Borrower previously provided payable thereunder before being applied to the Servicer, any other receivable or that have been obtained by the Servicer, in connection with this Agreementother obligation of such Obligor.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts account of each Secured PartyPurchaser Group, the amount of the Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV hereof. ARTICLE I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; providedPROVIDED, that for purposes of this AgreementHOWEVER, that: (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Administrator or any Secured Party Purchaser Group under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and Worthington or an Affiliate thereof is continuingserving as the Servicer, the Servicer Worthington or such Affiliate may take make such action extension or adjustment only upon the prior written approval of the Administrator (with the consent of the Administrative AgentMajority Purchasers). The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually Seller and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.Administrator

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to service, administer and collect each Pool Receivable Transferred Asset from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy Policy. The Buyer hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and consistent interests in and under the Receivables, the Related Security, the related Contracts and the other Transferred Assets. The Servicer will at all times apply the same standards and follow the same procedures with respect to the past practices of decision to commence, and in prosecuting and litigating with respect to Receivables as it applies and follows with respect to accounts, chattel paper and instruments which are not Transferred Assets. In no event shall the OriginatorsServicer be entitled to make the Collateral Agent or the Buyer a party to any litigation without the Buyer's and the Collateral Agent's express prior written consent. The Servicer shall segregate and set aside, aside for the accounts account of each Secured Party, the amount Buyer all Collections of Collections to which each such Secured Party is entitled Transferred Assets in accordance with Article IV SECTION 2.05 hereof, SECTION 6.06 of the Credit Agreement and SECTION 6.06 of the Triple-A Purchase Agreement and shall cause all such Collections to be remitted to a Lock-Box Account and/or deposited directly into the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the Lock-Box Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and shall not deposit any such checks or instruments in its own accounts unless it is determined to the Buyer's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not have occurred, the Seller, while it is Servicer, may, in accordance with the Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall notamend, and shall not be deemed to, change the number modify or waive any term or condition of days such Pool Receivable has remained unpaid from the date of the original due date related any Contract to such Pool Receivablereflect any Permitted Extension, (ii) adjust the Outstanding Balance of any Transferred Asset to reflect the reductions, adjustments or cancellations described in the first sentence of SECTION 2.05 of the Purchase Agreement, (iii) so long as such action shall prepayment would not alter cause an Event of Termination under SECTION 7.01(m) hereof and subject to the status payment of such Pool Receivable as the Termination Amount, consent to the prepayment or early termination of a Contract, and (iv) amend, modify or waive any provision of a Delinquent Receivable or a Defaulted Receivable or limit so as to maximize the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agentcollectibility thereof. The Borrower Seller shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of Seller and the Administrative Agent (individually and for the benefit of each Secured Party), Buyer in accordance with their respective interests, all records Records. Notwithstanding anything to the contrary contained herein, following the occurrence of an Event of Termination, the Collateral Agent shall have the absolute and documents unlimited right to direct the Servicer (including computer tapes whether the Servicer is the Seller or disksotherwise) with respect to each Pool Receivablecommence or settle any legal action to enforce collection of any Receivable or other Transferred Asset or to foreclose upon or repossess any Related Security. (b) The Servicer shall, shall as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that receivable which is not a Pool Receivable, Transferred Asset less, if BrightView or an Affiliate thereof in the event the Seller is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivablereceivable. (c) Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if the Collateral Agent or its designee, shall have no obligation to collect, enforce or take any other action described in this ARTICLE VI with respect to any receivable that is not a Transferred Asset other than to deliver to the Seller the Collections and documents with respect to any such receivable as described in the first two sentences of SECTION 6.02(b) and to exercise the same degree of care with respect to Collections and documents in its possession as it would exercise with respect to its own property. (d) The Servicer will, at the Servicer’s obligations hereunder shall terminate 's cost and expense and as agent in the name of and on behalf of the Final Payout DateBuyer, but subject at any time to the right of the Buyer to direct and control, endeavor to collect, as and when the same becomes due, all amounts owing on each Receivable. Promptly following In the Final Payout Dateevent of default by an Obligor under any Receivable, the Servicer shall have the power and authority, on behalf of the Buyer, to take such action in respect of the enforcement and collection of such Receivable as the Servicer, in the absence of contrary instructions from the Buyer, may deem advisable. In any such suit for enforcement or collection, the Servicer shall be entitled to sue xxxreon in its own name or as agent for the Buyer, in either case, for the account of the Buyer. (e) In the event the Servicer accepts in payment of any Receivable the taking of repossession of the Equipment the sale or lease of which gave rise to such Receivable, the Servicer agrees to use its reasonable efforts to resell or re-lease such Equipment for the account of the Buyer and shall remit to the Buyer the gross sale proceeds thereof or, to the extent such Equipment is re-leased, shall deliver to the Borrower Buyer the chattel paper or other documents evidencing the rights to payment arising from such re-lease, all booksof which documents shall constitute Contracts and which rights to payment shall constitute Receivables, records and related materials that all of which Contracts and Receivables shall constitute part of the Borrower previously provided Transferred Assets. Neither the Buyer nor the Collateral Agent shall have any obligation to take any action or commence any proceedings to realize upon any Receivable or to enforce any of its rights or remedies with respect thereto. Any moneys collected by the Servicer, or that have been obtained Servicer pursuant to this SUBSECTION 6.02(e) shall be segregated by the Servicer, held in connection trust by the Servicer for the Buyer and shall be remitted to a Lock-Box Account or to the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. (f) The Servicer shall maintain all books of account and other records pertaining to the Receivables and the other Transferred Assets in such form as will enable the Buyer or its designees to determine at any time the status thereof. The Servicer will permit the Buyer, the Collateral Agent and any Person designated by the Buyer or the Collateral Agent, during regular business hours, to inspect, audit, check and make abstracts from all books, accounts, records, or other papers pertaining to such Transferred Assets. From time to time, at the request of the Buyer or the Collateral Agent, the Servicer, at its own expense, will (i) deliver to the Buyer and the Collateral Agent and any Person designated by the Buyer or the Collateral Agent any records and invoices pertaining to the Transferred Assets and evidence thereof as the Buyer, the Collateral Agent or such designee may deem necessary to enable it to enforce its rights thereunder and (ii) mark xxxh computer record relating to, and each invoice or other evidence of, the Transferred Assets (whether or not such computer record or other item is the property of the Buyer) as the Buyer or Collateral Agent may direct to reflect the interests of the Buyer and the Collateral Agent in such Transferred Assets. The Servicer will either (i) segregate, from all the documents relating to other receivables then owned or being serviced by the Servicer, all documents relating to the Transferred Assets or (ii) mark xxx such documents relating to the Transferred Assets so as to make such documents readily identifiable as property of the Buyer and with this Agreementsuch legend as shall be specified by the Collateral Agent, and will, in either such event, hold all such documents in trust for the Buyer and safely keep such documents in filing cabinets or other suitable containers marked to show the Buyer's interest.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be it deems necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices Policy. Each of the OriginatorsSeller, each Purchaser, each Liquidity Provider and the Agent hereby appoints as its nominee the Servicer, from time to time designated pursuant to SECTION 6.01, to enforce its respective rights and interests in and under the Receivables and the Related Security. The Servicer shall set aside, for will at all times apply the accounts of each Secured Party, same standards and follow the amount of Collections to which each such Secured Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) same procedures with respect to each Pool Receivablethe decision to commence, and in prosecuting and litigating with respect to Receivables as it applies and follows with respect to accounts receivable which are not Receivables. In no event shall the Servicer be entitled to make the Agent, any Purchaser or any Liquidity Provider a party to any litigation without the Agent's express prior written consent. (b) The Servicer shall, shall as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller or Person entitled thereto the collections of any account receivable or other indebtedness that which is not a Pool Receivable, Receivable less, if BrightView to the extent the Servicer performed any collection or an Affiliate thereof is not enforcement actions for which it was authorized by the ServicerSeller to perform, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, incurred in collecting and administering enforcing such collectionsreceivables or other indebtedness. The Servicer, if other than BrightView or an Affiliate thereof, shall, Servicer shall as soon as practicable upon demand, demand deliver to the Borrower Seller all records in its possession that evidence or relate relating to any indebtedness that is not a Pool Receivablereceivables of the Seller other than Receivables Assets, and copies of records Records in its possession that evidence or relate relating to any indebtedness that is a Pool ReceivableReceivables Assets. The Servicer's authorization under this Agreement shall terminate on the Business Day immediately after the Final Collection Date. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver notify all Obligors to make payment (i) with respect to the Borrower all books, records and related materials that the Borrower previously provided SCC Receivables solely to a Lock-Box Account or (ii) with respect to the ServicerQuill Receivables (A) at any time so long as the Agent shall not have delivered a Collection Trigger Notice, to the Quill P.O. Box or that have been obtained by the ServicerQuill Account, and (B) at any other time solely to the Collection Account or the Quill Account. The Servicer shall set aside for the account of the Purchasers and the Liquidity Providers the Collections of Receivables Assets in connection accordance with this Agreement.SECTION

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance in all material respects with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, aside for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer maymay correct errors in Receivables and records of Receivables, including correcting to conform to applicable laws, rules and regulations, and to the applicable Contract, and, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable ContractPolicy; provided, that for purposes of this Agreementhowever, that: (i) such action shall notcorrections, modifications, waivers and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action restructurings shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iiiii) if a Termination Event, an Event of Unmatured Termination Event, a Servicer Default or an Unmatured Servicer Default has occurred and is continuingcontinuing and Presidio or an Affiliate thereof is serving as the Servicer, the Servicer Presidio or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)Purchaser Group, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Presidio or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Presidio or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Presidio or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Purchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Presidio or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to timeReceivable, all in accordance with this Agreement and all Applicable Lawsapplicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsGuidelines. The Servicer shall set asideaside (or cause the Borrowers to set aside and hold), for the accounts of the Borrowers and each Secured PartyLender Group, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereofII, and, in particular, shall be responsible for assuring that no funds are released from the Concentration Accounts if any such release would result in a Borrowing Base Deficiency (whether by operation of Section 2.4(b), Section 2.4(d) or otherwise). The Servicer may, in accordance with the applicable Credit and Collection Policy Guidelines, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable Law or the applicable Contract; provided, that for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date invoice related to such Pool Receivable, Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 2.4(e)(i); and (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Lender, Managing Agent or the Administrative Agent under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative AgentAgreement. The Borrower Borrowers shall deliver to the Servicer and the Servicer shall hold for the benefit of the Borrowers and the Administrative Agent (individually and for the benefit of each Secured PartyLender Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, while an Event of Default exists or after a Facility Maturity Date has been declared pursuant to Section 9.1, the Administrative Agent may direct the Servicer (whether Herc or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrative Agent, any Managing Agent, any Lender or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Borrowers the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Herc or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Herc or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Borrowers all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Unless terminated earlier in accordance with the terms of this Agreement, the Servicer’s obligations hereunder shall terminate on the Final Payout Termination Date. Promptly following After such termination, if Herc or a Subsidiary thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Borrowers all books, records and related materials that any Originator or the Borrower Borrowers previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer It is intended that each of REMIC I and REMIC II hereunder shall take or cause constitute, and that the affairs of each of REMIC I and REMIC II shall be conducted so as to be taken all such action qualify as may be necessary to service, administer and collect each Pool Receivable from time to time, all a "real estate mortgage investment conduit" as defined in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Policy agrees that it shall act as agent (and consistent the Servicer is hereby appointed to act as agent) on behalf of REMIC I and REMIC II and as Tax Matters Person on behalf of REMIC I and REMIC II, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066) and any other Tax Return required to be filed by REMIC I or REMIC II using a calendar year as the taxable year for each of REMIC I and REMIC II and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of each of REMIC I and REMIC II for their first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the past practices REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of REMIC I or REMIC II are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the OriginatorsREMIC status of either REMIC I or REMIC II or that would cause the imposition of a prohibited transaction tax or a tax on contributions to REMIC I or REMIC II; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on each of REMIC I and REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of REMIC I and REMIC II are properly executed by the appropriate person; (viii) represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I and REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II and otherwise act on behalf of REMIC I and REMIC II in relation to any tax matter involving either REMIC I or REMIC II; (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee; and (x) in connection with any FHA Loan, timely pay to the FHA the FHA Insurance Premium required to be paid for each FHA Loan. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC I and REMIC II. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set asideindemnify the Trustee and REMIC I or REMIC II, as applicable, for any liability it may incur in connection with this Section 5.01(a) including reimbursement to the accounts Certificate Insurer for any Insured Payments made by the Certificate Insurer in connection with such liability with respect to the Pool I and Pool III Mortgage Loans, if any, which indemnification shall survive the termination of each Secured PartyREMIC I and REMIC II; provided, however, that the amount of Collections Servicer shall not indemnify the Trustee for its negligence or willful misconduct. With respect to which each such Secured Party is entitled in accordance with Article IV hereof. The any Mortgage Note (other than a Mortgage Note relating to a Pool III Mortgage Loan) released by the Trustee to the Servicer may, or to any Subservicer in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes terms of this Agreement: , other than a release or satisfaction pursuant to Section 7.02, prior to such release, the Trustee shall (ia) such action shall notcomplete all endorsements in blank so that the endorsement reads "Pay to the order of The Bank of New York, as Trustee under the Pooling and shall not be deemed toServicing Agreement dated as of February 28, change 1998, 1998-A" and (b) complete a restrictive endorsement that reads "The Bank of New York is the number of days such Pool Receivable has remained unpaid from the date holder of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Administrative Agent Certificateholders under the Pooling and Servicing Agreement dated as of February 28, 1998, 1998-A" with respect to those Mortgage Notes (individually other than a Mortgage Note relating to a Pool III Mortgage Loan) currently endorsed "Pay to the order of holder." With respect to any Mortgage Note relating to a Pool III Mortgage Loan released by the Co-Trustee to the Servicer or any Subservicer in accordance with the terms of this Agreement, other than a release or satisfaction pursuant to Section 7.02 or a release to the Claims Administrator pursuant to Section 5.15(b), prior to such release, the Co-Trustee shall (a) complete all endorsements in blank so that the endorsement reads "Pay to the order of First Union Trust Company, National Association, as Co-Trustee under the Pooling and Servicing Agreement dated as of February 28, 1998, 1998-A" and (b) complete a restrictive endorsement that reads "First Union Trust Company, National Association is the holder of the mortgage note for the benefit of each Secured Party)the Certificateholders under the Pooling and Servicing Agreement dated as of February 28, in accordance with their respective interests1998, all records and documents (including computer tapes or disks) 1998-A" with respect to each those Mortgage Notes relating to Pool ReceivableIII Mortgage Loans currently endorsed "Pay to the order of Holder." (b) The Servicer shallServicer, as soon as practicable following actual receipt independent contract servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of collected funds, turn over this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (x) has (i) been designated an approved Seller- Servicer by FHLMC or FNMA for first and second mortgage loans and (ii) has a net worth of at least $5,000,000 or (y) is an Originator or another affiliate of the Servicer. The Servicer shall give notice to the Borrower Certificate Insurer of the collections appointment of any indebtedness that is Subservicer. Any such Subservicing Agreement shall be consistent with and not a Pool Receivable, less, if BrightView or an Affiliate thereof is not violate the Servicer, all reasonable provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and appropriate out-of-pocket costs and expenses conditions of such Servicer of servicing, collecting Subservicing Agreement and administering such collections. The Servicer, if other than BrightView to either itself directly service the related Mortgage Loans or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not enter into a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is Subservicing Agreement with a Pool Receivablesuccessor subservicer which qualifies hereunder. (c) The Servicer’s obligations hereunder shall terminate on Notwithstanding any Subservicing Agreement, any of the Final Payout Date. Promptly following provisions of this Agreement relating to agreements or arrangements between the Final Payout DateServicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Certificateholders and, in the case of Pool I and Pool II Mortgage Loans, the Certificate Insurer, for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when any Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 5.01(e). (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee shall, subject to Section 10.02 hereof, thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee is then permitted and elects to terminate any Subservicing Agreement in accordance with its terms. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Trustee, deliver to the Borrower assuming party all booksdocuments and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, records the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Pool I, Pool II and related materials Pool III Certificateholders or, with respect to the Pool I and Pool II Mortgage Loans, the Certificate Insurer, provided, however, that (unless (x) the Borrower previously provided Mortgagor is in default with respect to a Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and in the case of a Pool I or Pool II Mortgage Loan the Servicer obtains written consent of the Certificate Insurer and (y) the Servicer determines that have been obtained any modification would not be considered a new mortgage loan for federal income tax purposes) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer (subject to Section 5.12), or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan), or extend the final maturity date on such Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Certificateholders be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, and subject to the consent of the Certificate Insurer, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of the Trustee, the Co-Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, in connection the Trustee and the Co-Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. The Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted second mortgage servicing practices (or, in the case of FHA Loans, in accordance with accepted Title I servicing practices or, in the case of Multifamily Loans, in accordance with accepted multifamily loan servicing practices) of prudent lending institutions and giving due consideration to the Certificate Insurer's and the Certificateholders' reliance on the Servicer. (g) On and after such time as the Trustee and the Co-Trustee receive the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 9.04, after receipt of the Opinion of Counsel required pursuant to Section 9.04, the Trustee or its designee (or, with respect to the Pool III Mortgage Loans, the Co-Trustee or its designee) shall assume all of the rights and obligations of the Servicer, subject to Section 10.02

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, Contracts as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement: Agreement (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an Event of a Servicer Default has occurred and is continuingcontinuing and Xxxxx Corning Sales or an Affiliate thereof is serving as the Servicer, Xxxxx Corning Sales or such Affiliate shall not without the Servicer may take such action only upon the Administrator’s prior written consent take any such action with respect to any Pool Receivable, the Obligor of which is among the Administrative Agentten largest Obligors at such time computed based upon the Outstanding Balance of Pool Receivables at such time if such action is not permitted under the Credit and Collection Policy in effect immediately prior to such Servicer Default. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Xxxxx Corning Sales or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess, if applicable, any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable[reserved]. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout latest of: (i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which 100% of the Aggregate LC Participation Amount is on deposit in the LC Collateral Account and (iv) the date on which all amounts (other than contingent, unasserted indemnification claims) required to be paid to the Purchasers, the Purchaser Agents, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Xxxxx Corning Sales or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of the Seller and each Secured PartyPurchaser, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser or the Administrator under this Agreement or any other Transaction Document and (iii) if an after knowledge by or notice to, the Servicer that a Termination Event of Default has occurred and is continuingcontinuing and Strategic Energy or an Affiliate thereof is serving as the Servicer, the Servicer Strategic Energy or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, following the occurrence and continuation of a Termination Event, the Administrator may direct the Servicer (whether the Servicer is Strategic Energy or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt by the Servicer or any Sub-Servicer of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Strategic Energy or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Strategic Energy or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout latest of: (i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or the Letters of Credit have expired and (iv) the date on which all amounts required to be paid to the Purchasers, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Strategic Energy or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or ---------------------- cause to be taken all such action actions as may be it deems necessary or advisable to service, administer and collect each Pool Pledged Lease Receivable from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices Policy. Each of the OriginatorsBorrower, the Securitization Lender, each Liquidity Provider and the Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.02, ------------ to enforce its respective rights and interests in and under the Pledged Lease Receivables, the Related Security and the related Leases. The Servicer (so long as it is LSI) will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Pledged Lease Receivables as it applies and follows with respect to Lease Receivables which are not Pledged Lease Receivables. In no event shall the Servicer be entitled to make the Agent, the Securitization Lender or any Liquidity Provider a party to any litigation without the Agent's express prior written consent. The Servicer shall set aside, aside for the accounts account of each Secured Party, the amount Securitization Lender and the Liquidity Providers the Collections of Collections to which each such Secured Party is entitled Pledged Lease Receivables in accordance with Article IV hereofSection 6.05. The Servicer shall segregate and deposit with ------------ the Transaction Collection Account Bank the Collections of Pledged Lease Receivables, set aside for the Securitization Lender and the Liquidity Providers, within two Business Days following receipt by the Servicer of such Collections and will provide payment instructions to such bank as directed by the Agent. Provided that the Termination Date shall not have occurred, LSI, while it is Servicer, may, in accordance with the Credit and Collection Policy and consistent with past practices Policy, amend, modify or waive any term or condition of the Originatorsany Lease unless such amendment, take such action, including modifications, waivers modification or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: waiver (i) such action shall not, and shall not be deemed to, change is inconsistent with the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivableservicing standards set forth above, (ii) such action shall not alter would reduce or adversely affect the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit Obligor's obligation to maintain, service and insure the rights of any Secured Party under this Agreement or any other Transaction Document and underlying Equipment, (iii) would cause Lease Receivables arising thereunder to fail to be Eligible Lease Receivables (as if an Event tested on the date of Default has occurred and is continuingsuch amendment, modification or waiver) or (iv) would materially adversely affect the amount or collectibility of any Lease Receivable arising thereunder. Notwithstanding the provisions of the preceding sentence, the Servicer may take such action only upon the prior written consent (1) permit any of the Administrative Agentactions set forth in such clause, which in the Servicer's sole discretion, in accordance with the same manner in which it services contracts and equipment held for its own account, would maximize recoveries on any Lease, or (2) permit termination of a Lease which does not otherwise provide for termination by requiring, in the case of either clause (1) or (2), that the Obligor deposit in the LSI Collection Account, or, if the terms of such extension or termination do not provide for such payment by the Obligor, that the Servicer deposit in the LSI Collection Account, in lieu of all future Periodic Installments of Rent with respect to such Lease, an amount which equals or exceeds the applicable Outstanding Balance of such Lease and the Breakage Indemnity, if any, payable as a consequence of such termination by not later than the second Business Day following the consummation of such action; provided, however, that the Servicer will not be permitted to allow prepayment -------- ------- by an Obligor if there are any amounts due under the related Lease after such prepayment. The Borrower shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of Borrower, the Administrative Agent (individually Securitization Lender and for the benefit of each Secured Party), Liquidity Providers in accordance with their respective interests, all records Records. If an Obligor requests either an upgrade or a trade-in of an item of Equipment in contravention of the terms of a Lease, the Servicer may acquire such Equipment and documents the related Lease provided that the Servicer either (including computer tapes i) transfers a Substitute Lease to the Borrower in accordance with Section 1.01(c) of the Contribution Agreement or disks(ii) with respect deposits into the Transaction Collection Account an amount equal to each Pool Receivablethe Outstanding Balance of such Lease and the Breakage Indemnity, if any, payable as a consequence thereof. (b) The Servicer shall, shall as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections Collections of any indebtedness that Lease Receivable which is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, Pledged Lease Receivable less all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, incurred in collecting and administering such collectionsenforcing the Lease Receivables. The Servicer, if other than BrightView or an Affiliate thereofLSI, shall, shall as soon as practicable upon demand, demand deliver to the Borrower all records Records in its possession that evidence or relate relating to any indebtedness that is not a Pool ReceivableLease Receivables of the Borrower other than Pledged Lease Receivables, and copies of records Records in its possession that evidence or relate relating to any indebtedness that is a Pool ReceivablePledged Lease Receivables. The Servicer's authorization under this Agreement shall terminate on the Business Day immediately after the Collection Date. (c) The Servicer’s obligations hereunder shall terminate on Upon receipt of notice from the Final Payout Date. Promptly following Borrower, the Final Payout DateAgent or any other Person, or if the Servicer otherwise learns, that the Obligor under any Lease is in default thereunder, the Servicer will take such action as is appropriate, consistent with the Servicer's administration of leases held for its own account and consistent with the customary practices of servicers in the same segment of the industry, including such action as may be necessary to cause, or attempt to cause, the Obligor thereunder to cure such default (if the same may be cured) or to terminate or attempt to terminate such Lease and to recover, or attempt to recover, all damages resulting from such default to the extent permitted under such Lease and under applicable law. The Servicer will use its best efforts (i) to sell or otherwise remarket any Equipment subject to a Defaulted Lease Receivable in a timely manner, consistent with the Servicer's administration of leases held for its own account, consistent with the customary practices of servicers in the industry and, in any event, exercising its reasonable judgment, in the best interests of the Borrower, and (ii) to sell or otherwise remarket any Equipment remaining subject to the lien granted to the Agent pursuant hereto upon the expiration of the Lease to which such Equipment is subject, in a timely manner and in a manner consistent with that utilized by the Servicer with respect to equipment owned by it, so as to realize, to the extent possible under then prevailing market conditions, the Remarketing Proceeds on such Equipment. In the event that the Servicer is required to sell any item of Equipment pursuant to the provisions of this Section 6.04(c) at a time when the --------------- Servicer is trying to lease or sell other similar items of equipment, the Servicer will not disfavor the Equipment or any such other item in its remarketing efforts. Upon such sale, the Borrower shall release the related Lease files, release any liens or any other security interests relating to the Lease. All amounts realized by the Servicer in the performance of its duties under this Section 6.04(c) with respect to any item constituting part of the --------------- Pledged Assets (net of Servicer's actual out-of-pocket expenses and internal commissions reasonably incurred in such realization) shall be held in trust by the Servicer, as agent for the Agent, and deposited within two Business Days of receipt thereof for deposit in the LSI Collection Account in accordance with the provisions of this Agreement. (d) Notwithstanding anything to the contrary contained in this Article ------- VI, the Servicer, if the Agent or its designee, shall have no obligation to -- collect, enforce or take any other action described in this Article VI with ---------- respect to any Lease Receivable that is not a Pledged Lease Receivable other than to deliver to the Borrower all books, records the Collections and related materials documents with respect to any such Lease Receivable that is not a Pledged Lease Receivable as described in the Borrower previously provided first two sentences of Section 6.04(b) and to exercise the Servicer, or that have been obtained by the Servicer, same degree of --------------- care with respect to Collections and documents in connection its possession as it would with this Agreementrespect to its own property.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, aside for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers extend the maturity of any Pool Receivable and extend the maturity or restructurings adjust the Outstanding Balance of Pool Receivables and related Contractsany Defaulted Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws Laws, rules or regulations or the applicable Contract; provided, that for purposes of this Agreement: (i) such action extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Cloud Peak or an Affiliate thereof is serving as the Servicer, the Servicer Cloud Peak or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured PartyPurchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Cloud Peak or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Cloud Peak or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Cloud Peak or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following After such termination, if Cloud Peak or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to timeReceivable, all in accordance with this Agreement and all Applicable Lawsapplicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsGuidelines. The Servicer shall set asideaside (or cause the Borrowers to set aside and hold), for the accounts of the Borrowers and each Secured PartyLender Group, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereofII and, in particular, shall be responsible for assuring that no funds are released from the Concentration Accounts if any such release would result in a Borrowing Base Deficiency (whether by operation of Section 2.4(b), Section 2.4(d) or otherwise). The Servicer may, in accordance with the applicable Credit and Collection Policy Guidelines, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable Law or the applicable Contract; provided, that for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date invoice related to such Pool Receivable, Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 2.4(e)(i); and (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Lender, Managing Agent or the Administrative Agent under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative AgentAgreement. The Borrower Borrowers shall deliver to the Servicer and the Servicer shall hold for the benefit of the Borrowers and the Administrative Agent (individually and for the benefit of each Secured PartyLender Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, while an Event of Default exists or after a Facility Maturity Date has been declared pursuant to Section 9.1, the Administrative Agent may direct the Servicer (whether Herc or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrative Agent, any Managing Agent, any Lender or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Borrowers the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Herc or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Herc or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Borrowers all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Unless terminated earlier in accordance with the terms of this Agreement, the Servicer’s obligations hereunder shall terminate on the Final Payout Termination Date. Promptly following After such termination, if Herc or a Subsidiary thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Borrowers all books, records and related materials that any Originator or the Borrower Borrowers previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller, the Administrator, the Purchaser Agents and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party of the Purchasers, the Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Peabody or an Affiliate thereof is serving as the Servicer, the Servicer Peabody or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Peabody or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-of- pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Peabody or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following After such termination, if Peabody or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary commercially reasonable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, for the accounts of each Secured Partythe Seller, the Administrator, the Purchaser Agents and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party of the Purchasers, the Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Peabody or an Affiliate thereof is serving as the Servicer, the Servicer Peabody or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness item that is not a Pool ReceivableReceivable or other Pool Asset or any related security thereof, less, if BrightView Peabody or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Peabody or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following After such termination, if Peabody or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.. 745381243 05109795751949792 05109795

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Issuer, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the 15 applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party the Issuer or the Administrator under this Agreement or any other Transaction Document and (iiiii) if an a Termination Event of Default has occurred and is continuingcontinuing and BAX or an Affiliate thereof is serving as the Servicer, the Servicer BAX or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is BAX or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView BAX or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView BAX or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if BAX or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be necessary or advisable to service, administer and collect each Pool Receivable Purchased Receivables from time to time, all in accordance with this Agreement applicable laws, rules and all Applicable Lawsregulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices Policy. Each of the OriginatorsSeller, EagleFunding and the Deal Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Purchased Receivables, the Related Security related thereto and the related Collections. The Servicer will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to Purchased Receivables as it applies and follows with respect to accounts, chattel paper and instruments which are not Purchased Receivables. In no event shall the Servicer be entitled to make the Deal Agent or EagleFunding a party to any litigation without the Deal Agent's and EagleFunding's express prior written consent. The Servicer shall segregate and set aside, aside for the accounts account of each Secured Party, EagleFunding all Collections of the amount of Collections to which each such Secured Party is entitled Purchased Receivables and Related Security in accordance with Article IV hereofSection 2.05 of the Originator Purchase Agreement and Section 6.06 hereof and shall cause all such Collections to be remitted to a Lock-Box Account and/or deposited directly into the Collection Account within one Business Day after identification thereof by the Servicer and in any event within four Business Days after the Servicer's receipt thereof. The Servicer shall promptly review all checks and other instruments returned to it by the Lock-Box Bank on account of restrictive endorsements, improper payees, incorrect amounts or for any other reason and shall not deposit any such checks or instruments in its own accounts unless it is determined to the Deal Agent's satisfaction that such amounts do not constitute Collections; any such checks or instruments which are determined to be Collections of the Purchased Receivables or Related Security related thereto shall be promptly remitted to the Lock-Box Account or the Collection Account as provided above. Provided that the Termination Date shall not have occurred, the Originator, while it is Servicer, may, in accordance with the Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall notamend, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable modify or a Defaulted Receivable waive any term or limit the rights condition of any Secured Party under this Agreement or Contract to reflect any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable.Permitted Extension, (b) The Servicer shall, as soon as practicable following actual receipt of collected fundsreceipt, turn over to the Borrower Originator the collections of any indebtedness that receivable which is not a Pool ReceivableTransferred Asset, less, if BrightView or an Affiliate thereof in the event the Originator is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivablereceivable. (c) The Notwithstanding anything to the contrary contained in this EagleFunding Purchase Agreement, the Servicer’s obligations hereunder , if the Deal Agent or its designee, shall terminate on have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable that is not a Purchased Receivable other than to deliver to the Final Payout Date. Promptly following Seller the Final Payout DateCollections and documents with respect to any such receivable as described in the first two sentences of Section 6.02(b) and to exercise the same degree of care with respect to Collections and documents in its possession as it would exercise with respect to its own property. (d) In the event the Servicer accepts in payment of any Purchased Receivable the taking or repossession of the Equipment the sale or lease of which gave rise to such Purchased Receivable, the Servicer agrees to use its reasonable efforts to resell or re-lease such Equipment for the account of EagleFunding and shall remit to the Deal Agent the gross sale proceeds thereof or, to the extent such Equipment is re-leased, shall deliver to (e) The Servicer shall maintain all books of account and other records pertaining to the Borrower Purchased Receivables and the other Purchased Interests in such form as will enable EagleFunding or its designees to determine at any time the status thereof. The Servicer will permit EagleFunding, the Deal Agent and any Person designated by EagleFunding or the Deal Agent, during regular business hours, to inspect, audit, check and make abstracts from all books, records and related materials that accounts, records, or other papers pertaining to such Purchased Interests. From time to time, at the Borrower previously provided to request of EagleFunding or the Deal Agent, the Servicer, at its own expense, will (i) deliver to EagleFunding and the Deal Agent and any Person designated by EagleFunding or that have been obtained the Deal Agent any records and invoices pertaining to the Purchased Interests and evidence thereof as EagleFunding, the Deal Agent or such designee may deem necessary to enable it to enforce its rights thereunder, and (ii) mark xxxh computer record relating to, and each invoice or other evidence of, the Purchased Interests (whether or not such computer record or other item is the property of EagleFunding) as EagleFunding or the Deal Agent may direct to reflect the interests of EagleFunding and the Deal Agent in such Purchased Interests. The Servicer will either (x) segregate, from all the documents relating to other receivables then owned or being serviced by the Servicer, all documents relating to the Purchased Interests, or (y) mark xxx documents relating to the Purchased Interests so as to make such documents readily identifiable as property of EagleFunding and with such legend as shall be specified by the Deal Agent, and will, in connection with this Agreementeither such event, hold all such documents in trust for EagleFunding and safely keep such documents in filing cabinets or other suitable containers marked to show EagleFunding's interest.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to timeReceivable, all in accordance with this Agreement and all Applicable Lawsapplicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsGuidelines. The Servicer shall set asideaside (or cause the Borrowers to set aside and hold), for the accounts of the Borrowers and each Secured PartyLender Group, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereofII, and, in particular, shall be responsible for assuring that no funds are released from the Concentration Accounts if any such release would result in a Borrowing Base Deficiency (whether by operation of Section 2.4(b), Section 2.4(d) or otherwise). The Servicer may, in accordance with the applicable Credit and Collection Policy Guidelines, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any 162989721 Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable Law or the applicable Contract; provided, that for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date invoice related to such Pool Receivable, Receivable unless such Pool Receivable has been cancelled and reissued with an appropriate Deemed Collection in an amount equal to the Outstanding Balance of the cancelled Pool Receivable being recorded pursuant to Section 2.4(e)(i); and (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Lender, Managing Agent or the Administrative Agent under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative AgentAgreement. The Borrower Borrowers shall deliver to the Servicer and the Servicer shall hold for the benefit of the Borrowers and the Administrative Agent (individually and for the benefit of each Secured PartyLender Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, while an Event of Default exists or after a Facility Maturity Date has been declared pursuant to Section 9.1, the Administrative Agent may direct the Servicer (whether Herc or any other Person) to commence or settle any legal action to enforce the collection of any Pool Receivable or to foreclose upon or repossess Related Security. The Servicer shall have no liability hereunder for following any such directions in good faith. In no event, however, shall the Servicer be entitled to make or authorize any Person to make the Administrative Agent, any Managing Agent, any Lender or any other Affected Person a party to any legal action without such Person’s, as the case may be, express prior written consent. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Borrowers the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Herc or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Herc or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Borrowers all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Unless terminated earlier in accordance with the terms of this Agreement, the Servicer’s obligations hereunder shall terminate on the Final Payout Termination Date. Promptly following After such termination, if Herc or a Subsidiary thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Borrowers all books, records and related materials that any Originator or the Borrower Borrowers previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with past practices of the OriginatorsPolicy, take such action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, Contracts as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, however, that for the purposes of this Agreement: Agreement (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any Secured Party of the Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if an Event of a Servicer Default has occurred and is continuingcontinuing and Xxxxx Corning Sales or an Affiliate thereof is serving as the Servicer, Xxxxx Corning Sales or such Affiliate shall not without the Servicer may take such action only upon the Administrator’s prior written consent take any such action with respect to any Pool Receivable, the Obligor of which is among the Administrative Agentten largest Obligors at such time computed based upon the Outstanding Balance of Pool Receivables 740811803 17540157 at such time if such action is not permitted under the Credit and Collection Policy in effect immediately prior to such Servicer Default. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is Xxxxx Corning Sales or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess, if applicable, any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Xxxxx Corning Sales or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout latest of: (i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which 100% of the Aggregate LC Participation Amount is on deposit in the LC Collateral Account and (iv) the date on which all amounts (other than contingent, unasserted indemnification claims) required to be paid to the Purchasers, the Purchaser Agents, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Xxxxx Corning Sales or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Purchasers, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that however, that: for the purposes of this Agreement: , (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party of the Purchasers or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and Peabody or an Affiliate thereof is serving as the Servicer, the Servicer Peabody or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Peabody or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Peabody or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following After such termination, if Peabody or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable LawsLaw, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts account of each Secured Credit Party, the amount of the Collections to which each such Secured Credit Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; provided, that for purposes of this Agreementhowever, that: (i) such action shall not, and extension shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Administrator or any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and Worthington or an Affiliate thereof is continuingserving as the Servicer, the Servicer Worthington or such Affiliate may take make such action extension or adjustment only upon the prior written approval of the Administrator (with the consent of the Administrative AgentMajority Lenders). The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Borrower and the Administrator (individually and for the benefit of each Secured Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Worthington or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) an Event of Default has occurred or (B) the Administrator believes in good faith that failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer Servicer, if other than Worthington or an Affiliate thereof, shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Worthington or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such the Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Worthington or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, aside and hold in trust (or cause the Seller to set aside and hold) for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contractsany Defaulted Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, that for purposes of this Agreement: (i) such action extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, any Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and VWR or an Affiliate thereof is serving as the Servicer, the Servicer VWR or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer (or the applicable Sub- Servicer) and the Servicer or such Sub-Servicer, as applicable, shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)Purchaser Group, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is VWR or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness owed to the Seller that is not a Pool Receivable, less, if BrightView VWR or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView VWR or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following latest of: (i) the Final Payout Facility Termination Date, (ii) the Servicer date on which no Capital or Discount in respect of the Purchased Interest shall deliver be outstanding, (iii) the date on which an amount equal to (A) the Borrower all booksamount necessary to reduce the Adjusted LC Participation Amount to zero ($0 and/or €0, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.as

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicy. The Servicer shall set aside, aside and hold in trust (or cause the Seller to set aside and hold) for the accounts of the Seller and each Secured Party, Purchaser Group the amount of Collections to which each such Secured Party Purchaser Group is entitled in accordance with Article IV I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contractsany Defaulted Receivable, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws applicable laws, rules or regulations or the applicable Contract; provided, that for purposes of this Agreement: (i) such action extension shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party Purchaser, any Purchaser Agent or the Administrator under this Agreement or any other Transaction Document and (iii) if an a Termination Event of Default has occurred and is continuingcontinuing and VWR or an Affiliate thereof is serving as the Servicer, the Servicer VWR or such Affiliate may take such action only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer (or the applicable Sub-Servicer) and the Servicer or such Sub-Servicer, as applicable, shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Party)Purchaser Group, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is VWR or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness owed to the Seller that is not a Pool Receivable, less, if BrightView VWR or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView VWR or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout latest of: (i) the Facility Termination Date, (ii) the date on which no Capital or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, and (iv) the date on which all amounts required to be paid to each Purchaser Agent, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if VWR or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care the same degree of skill, care, diligence and diligenceattention that the Servicer exercises from time to time with respect to all similarly situated contracts and receivables that it services for itself, the Originators or others (or that it formerly serviced for itself, the Originators or others) and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured PartyLender, the amount of Collections to which each such Secured Party Lender is entitled in accordance with Article IV III hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and Document, (iii) unless a Deemed Collection payment is made by the applicable Originator in accordance with the Initial Purchase and Sale Agreement with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable after the original due date thereof or reduce the principal balance thereof and (iv) without limiting the generality of clauses (i) through (iii) above, if an Initial Servicer Default or an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured PartyLender), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Initial Servicer Default or an Event of Default has occurred and is continuing, the Administrative Agent may (or at the direction of the Required Lenders, shall) direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Person entitled thereto, the collections of any indebtedness by the Borrower that is not a Pool Receivable, less, if BrightView Initial Servicer or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of each Secured Credit Party, the amount of Collections to which each such Secured Credit Party is entitled in accordance with Article IV hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract, including adjustment of any payment terms with respect to any Payment Upon Final Delivery Contracts; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if BrightView CMA or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView CMA or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer It is intended that each of REMIC I and REMIC II hereunder shall take or cause constitute, and that the affairs of each of REMIC I and REMIC II shall be conducted so as to be taken all such action qualify as may be necessary to service, administer and collect each Pool Receivable from time to time, all a "real estate mortgage investment conduit" as defined in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit REMIC Provisions. In furtherance of such intention, the Servicer covenants and Collection Policy agrees that it shall act as agent (and consistent the Servicer is hereby appointed to act as agent) on behalf of REMIC I and REMIC II and as Tax Matters Person on behalf of REMIC I and REMIC II, and that in such capacities it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by REMIC I and REMIC II using a calendar year as the taxable year for each of REMIC I and REMIC II and using the accrual method of accounting, including, without limitation, information reports relating to "original issue discount," as defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Certificates; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of each of REMIC I and REMIC II for their first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Trustee, the Certificateholders and to the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as and when required to be provided to them in accordance with the past practices REMIC Provisions and any other provision of federal, state or local income tax laws; (iv) to the extent that the affairs of REMIC I or REMIC II are within its control, conduct such affairs at all times that any Certificates are outstanding so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws; (v) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the OriginatorsREMIC status of either REMIC I or REMIC II or that would cause the imposition of a prohibited transaction tax or a tax on contributions to REMIC I or REMIC II; (vi) pay the amount of any and all federal, state, and local taxes, including, without limitation, prohibited transaction taxes as defined in Section 860F of the Code imposed on each of REMIC I and REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (vii) ensure that any such returns or reports filed on behalf of REMIC I and REMIC II are properly executed by the appropriate person; (viii) represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I and REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II and otherwise act on behalf of REMIC I and REMIC II in relation to any tax matter involving either REMIC I and REMIC II; (ix) as provided in Section 5.11 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is held by an entity which is not a Permitted Transferee; and (x) in connection with any FHA Loan, timely pay to the FHA the FHA Insurance Premium required to be paid for each FHA Loan. The Trustee will cooperate with the Servicer in the foregoing matters and will sign, as Trustee, any and all Tax Returns required to be filed by the REMIC I and REMIC II. Notwithstanding the foregoing, at such time as the Trustee becomes the successor Servicer, the Representative shall serve as Tax Matters Person and as such shall perform the duties described in this Section 5.01(a) until such time as an entity is appointed to succeed the Trustee as Servicer. The Servicer shall set asideindemnify the Trustee and REMIC I or REMIC II, as applicable, for any liability it may incur in connection with this Section 5.01(a), which indemnification shall survive the accounts termination of each Secured PartyREMIC I and REMIC II; provided, however, that the amount of Collections Servicer shall not indemnify the Trustee for its negligence or wilful misconduct. With respect to which each such Secured Party is entitled in accordance with Article IV hereof. The any Mortgage Note (other than a Mortgage Note relating to Loan) released by the Trustee to the Servicer may, or to any Subservicer in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes terms of this Agreement: , other than a release or satisfaction pursuant to Section 7.02, prior to such release, the Trustee shall (ia) such action shall notcomplete all endorsements in blank so that the endorsement reads "Pay to the order of The Bank of New York, as Trustee under the Pooling and shall not be deemed toServicing Agreement dated as of February 28, change 1997, 1997-I" and (b) complete a restrictive endorsement that reads "The Bank of New York is the number of days such Pool Receivable has remained unpaid from the date holder of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold mortgage note for the benefit of the Administrative Agent (individually Certificateholders under the Pooling and for the benefit Servicing Agreement dated as of each Secured Party)February 28, in accordance with their respective interests1997, all records and documents (including computer tapes or disks) 1997-I" with respect to each Pool Receivablethose Mortgage Notes currently endorsed "Pay to the order of Holder." (b) The Servicer shallServicer, as soon as practicable following actual receipt independent contract servicer, shall service and administer the Home Improvement Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of collected funds, turn over this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Home Improvement Loans with any institution which is in compliance with the laws of each state necessary to the Borrower the collections enable it to perform its obligations under such Subservicing Agreement and (x) has (i) been designated an approved Seller-Servicer by FHLMC or FNMA for first and second mortgage loans and (ii) has a net worth of any indebtedness that at least $5,000,000 or (y) is not a Pool Receivable, less, if BrightView an Originator or an Affiliate thereof is not another affiliate of the Servicer, all reasonable . Any such Subservicing Agreement shall be consistent with and appropriate out-of-pocket costs not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and expenses conditions of such Servicer of servicing, collecting Subservicing Agreement and administering such collections. The Servicer, if other than BrightView to either itself directly service the related Home Improvement Loans or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not enter into a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is Subservicing Agreement with a Pool Receivablesuccessor subservicer which qualifies hereunder. (c) The Servicer’s obligations hereunder shall terminate on Notwithstanding any Subservicing Agreement, any of the Final Payout Date. Promptly following provisions of this Agreement relating to agreements or arrangements between the Final Payout DateServicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee and the Certificateholders for the servicing and administering of the Home Improvement Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Home Improvement Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Improvement Loans when any Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Home Improvement Loans involving a Subservicer in its capacity as such and not as an Originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 5.01(e). (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee shall, subject to Section 10.02 hereof, thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee is then permitted and elects to terminate any Subservicing Agreement in accordance with its terms. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Trustee, deliver to the Borrower assuming party all booksdocuments and records relating to each Subservicing Agreement and the Home Improvement Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, records and related materials the Servicer may waive, modify or vary any term of any Home Improvement Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Class A, Class M or Class B Certificateholders, provided, however, that (unless (x) the Borrower previously provided Mortgagor is in default with respect to the Home Improvement Loan, or such default is, in the judgment of the Servicer, imminent and (y) the Servicer determines that any modification would not be considered a new mortgage loan for federal income tax purposes) the Servicer may not permit any modification with respect to any Home Improvement Loan that would change the Home Improvement Loan Interest Rate, defer (subject to Section 5.12), or that have been obtained forgive the payment of any principal or interest (unless in connection with the liquidation of the related Home Improvement Loan), or extend the final maturity date on such Home Improvement Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Certificateholders be added to the amount owing under the related Home Improvement Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Home Improvement Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, in connection the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. The Servicer, in servicing and administering the Home Improvement Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted second mortgage servicing practices (or, in the case of FHA Loans, in accordance with accepted Title I servicing practices or, in the case of Multifamily Loans, in accordance with accepted multifamily loan servicing practices) of prudent lending institutions and giving due consideration to the Certificateholders' reliance on the Servicer. (g) On and after such time as the Trustee and the Co-Trustee receive the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 9.04, after receipt of the Opinion of Counsel required pursuant to Section 9.04, the Co-Trustee or its designee shall assume all of the rights and obligations of the Servicer, subject to Section 10.02

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, for the accounts of each Secured Partythe Seller and the Issuer, the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereof. I. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable.may (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Royal or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView Royal or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Royal or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Lawsapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the OriginatorsPolicies. The Servicer shall set aside, aside for the accounts of each Secured Party, the Seller and the Issuer the amount of the Collections to which each such Secured Party is entitled in accordance with Article IV hereofARTICLE II. The Servicer may, in accordance with the applicable Credit and Collection Policy Policy, extend the maturity of any Pool Receivable (but not beyond 30 days) and consistent with past practices extend the maturity or adjust the Outstanding Balance of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contractthereof; providedPROVIDED, that for purposes of this AgreementHOWEVER, that: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party the Issuer or the Administrator under this Agreement or any other Transaction Document and (iiiii) if an a Termination Event of Default has occurred and Falcon or an Affiliate thereof is continuingserving as the Servicer, the Servicer Falcon or such Affiliate may take make such action extension or adjustment only upon the prior written consent approval of the Administrative AgentAdministrator. The Borrower Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent Seller and the Administrator (individually and for the benefit of each Secured Partythe Issuer and individually), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Falcon or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; PROVIDED, HOWEVER, that no such direction may be given unless either: (x) a Termination Event has occurred or (y) the Administrator believes in good faith that failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower Seller the collections of any indebtedness that is not a Pool Receivable, less, if BrightView Falcon or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections; PROVIDED, HOWEVER, if Falcon or an Affiliate thereof is not the Servicer, the Servicer shall not be under any obligation to remit any such funds to the Seller unless and until the Servicer has received from the Seller evidence satisfactory to the Administrator and the Servicer that the Seller is entitled to such funds hereunder and under applicable law. The Servicer, if other than BrightView Falcon or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) Notwithstanding anything to the contrary contained in this Article, the Servicer, if not Falcon or an Affiliate thereof, shall have no obligation to collect, enforce or take any other action described in this Article with respect to any indebtedness that is not a Pool Receivable other than to deliver to the Seller the collections and documents with respect to any such indebtedness as described in CLAUSE (b). It is expressly understood and agreed by the parties that such Servicer's duties in respect of any indebtedness that is not a Pool Receivable are set forth in this Section in their entirety. Upon delivery by such Servicer to the Seller of funds or records relating to any indebtedness that is not a Pool Receivable, such Servicer shall have discharged in full all of its responsibilities to make any such delivery. (d) The Servicer’s 's obligations hereunder shall terminate on the Final Payout Datelater of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. Promptly following After such termination, if Falcon or an Affiliate thereof was not the Final Payout DateServicer on the date of such termination, the Servicer shall promptly deliver to the Borrower Seller all books, records and related materials that the Borrower Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.