Common use of Duties of the Servicers Clause in Contracts

Duties of the Servicers. (a) Each Servicer shall take or cause to be taken all such action as may be necessary or appropriate to service and administer the collection of each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with commercially reasonable care and diligence, in accordance with the Credit and Collection Policy in a manner consistent in all material respects with the past practices of the Originators (after taking into consideration the transactions contemplated by the Transaction Documents). Each Servicer shall set aside, for the accounts of each Group, the amount of Collections to which each such Group is entitled in accordance with Article III hereof. Each Servicer may, in accordance with the Credit and Collection Policy and consistent with this Agreement and the other Transaction Documents to which it is a party, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as such Servicer may reasonably determine to be appropriate to maximize Collections thereof, reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract or in a manner that does not adversely affect the Pool Receivables or Collections thereon; 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 and (iii) if a Termination Event has occurred and is continuing, a Servicer may modify, waive or restructure a Pool Receivable (or reflect any related adjustments) only upon the prior written consent of the Administrative Agent. Each Servicer shall hold in trust for each SPV Entity and the Secured Parties all records and documents (including computer tapes or disks) that relate to the Pool Receivables. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent may direct any 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 Servicers’ obligations hereunder shall survive until, and terminate on, the Final Payout Date.

Duties of the Servicers. (a) Each Servicer shall take or cause to be taken all such action as may be necessary or appropriate reasonably advisable to service service, administer and administer the collection of collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable applicable Laws, with commercially reasonable care and diligence, and in accordance with the Credit and Collection Policy in a manner and consistent in all material respects with the past practices of the Originators (after taking into consideration the transactions contemplated by the Transaction Documents)Originators. Each Servicer shall set aside, for the accounts of the Borrower for payment to each GroupCredit Party, the amount of Collections it or its Affiliates actually receive to which each such Group Credit Party is entitled in accordance with Article III hereof. Each Servicer may, in accordance with the Credit and Collection Policy and consistent with this Agreement and past practices of the other Transaction Documents to which it is a partyOriginators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as such each Servicer may reasonably determine to be appropriate to maximize Collections thereof, thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable applicable Laws or the applicable Contract or in a manner that does not adversely affect the Pool Receivables or Collections thereonContract; 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 or a Termination Financial Covenant Event has occurred and is continuing, a each Servicer may modify, waive or restructure a Pool Receivable (or reflect any related adjustments) take such action only upon the prior written consent of the Administrative Agent. Each The Borrower shall deliver to each Servicer and each Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Credit Party), in trust for each SPV Entity and the Secured Parties accordance with their respective interests, all records and documents (including computer tapes or disks) that relate with respect to the each Pool ReceivablesReceivable. Notwithstanding anything to the contrary contained herein, if an Event of Default or a Termination Financial Covenant Event has occurred and is continuing, the Administrative Agent may direct any each 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 Servicers’ Each Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness, less, if Sabre GLBL Inc., Sabre Global Technologies Limited or an Affiliate thereof is not each Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. Each Servicer, if other than Sabre GLBL Inc., Sabre Global Technologies Limited 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) Each Servicer’s obligations hereunder shall survive until, and terminate on, on the Final Payout Date. Promptly following the Final Payout Date, each Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to each Servicer, or that have been obtained by each Servicer, in connection with this Agreement.

Duties of the Servicers. (a) Each Servicer shall take or cause to be taken all such action as may be reasonably necessary or appropriate advisable to service administer and administer the collection of 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 commercially reasonable care and diligence, and in accordance with the Credit and Collection Policy Policies (except in a manner consistent in all material respects with the past practices case of the Originators (after taking into consideration the transactions contemplated by the Transaction DocumentsSpecified Receivables). Each Servicer shall set aside, aside for the accounts of each Group, the applicable Borrower and the Lenders the amount of Collections to which each such Group is entitled in accordance with Article III I hereof. Each Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with this Agreement and the other Transaction Documents to which it is a partyPolicy, take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the related Contracts, as such Servicer may reasonably determine to be appropriate to maximize Collections thereof, thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract or in a manner that does not adversely affect the Pool Receivables or Collections thereonPolicies; 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 under this Agreement and (iii) if a Termination Event has occurred no Servicer shall be required to comply with Credit and is continuing, a Servicer may modify, waive or restructure a Pool Receivable (or reflect any related adjustments) only upon the prior written consent of the Administrative AgentCollection Policies with respect to Specified Receivables. Each Borrower shall deliver to the applicable Servicer and such Servicer shall hold in trust for each SPV Entity the benefit of the applicable Borrower and the Secured Parties Administrator (individually and for the benefit of the Lenders, in accordance with their respective interests), all records and documents (including computer tapes or disks) that relate to the Pool Receivables. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent may direct any 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 each Pool Receivable. (b) The Servicers’ [Reserved]. (c) Each Servicer’s obligations hereunder shall survive until, and terminate on, on the Final Payout Date. After such termination, if any Servicer or an Affiliate thereof was not the Servicer on the date of such termination, each Servicer shall promptly deliver to the applicable Borrower all books, records and related materials that such Borrower previously provided to such Servicer, or that have been obtained by such Servicer, in connection with this Agreement.

Duties of the Servicers. (a) Each Servicer shall take or cause to be taken all such action as may be necessary or appropriate to service and administer the collection of each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with commercially 742583266 14453710 reasonable care and diligence, in accordance with the Credit and Collection Policy in a manner consistent in all material respects with the past practices of the Originators (after taking into consideration the transactions contemplated by the Transaction Documents). Each Servicer shall set aside, for the accounts of each Group, the amount of Collections to which each such Group is entitled in accordance with Article III hereof. Each Servicer may, in accordance with the Credit and Collection Policy and consistent with this Agreement and the other Transaction Documents to which it is a party, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as such Servicer may reasonably determine to be appropriate to maximize Collections thereof, reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract or in a manner that does not adversely affect the Pool Receivables or Collections thereon; 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 and (iii) if a Termination Event has occurred and is continuing, a Servicer may modify, waive or restructure a Pool Receivable (or reflect any related adjustments) only upon the prior written consent of the Administrative Agent. Each Servicer shall hold in trust for each SPV Entity and the Secured Parties all records and documents (including computer tapes or disks) that relate to the Pool Receivables. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent may direct any 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 Servicers’ obligations hereunder shall survive until, and terminate on, the Final Payout Date.

Duties of the Servicers. (a) Each Servicer The Servicers shall take or cause to be taken all such action as may be necessary or appropriate reasonably advisable to service service, administer and administer the collection of collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable applicable Laws, with commercially reasonable care and diligence, and in accordance with the Credit and Collection Policy in a manner and consistent in all material respects with the past practices of the Originators (after taking into consideration the transactions contemplated by the Transaction Documents)Servicers. Each Servicer The Servicers shall set aside, for the accounts of each GroupPurchaser Party, the amount of Collections it or its Affiliates actually receive to which each such Group Purchaser Party is entitled in accordance with Article III hereof. Each Servicer The Servicers may, in accordance with the Credit and Collection Policy and consistent with this Agreement and past practices of the other Transaction Documents to which it is a partyOriginators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as such Servicer the Servicers may reasonably determine to be appropriate to maximize Collections thereof, thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable applicable Laws or the applicable Contract or in a manner that does not adversely affect the Pool Receivables or Collections thereonContract; 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 a Termination an Event of Default has occurred and is continuing, a Servicer the Servicers may modify, waive or restructure a Pool Receivable (or reflect any related adjustments) take such action only upon the prior written consent of the Administrative Agent. Each SPV Entity shall deliver to the applicable Servicer and the applicable Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Purchaser Party), in trust for each SPV Entity and the Secured Parties accordance with their respective interests, all records and documents (including computer tapes or disks) that relate with respect to the each Pool ReceivablesReceivable. Notwithstanding anything to the contrary contained herein, if a Termination an Event of Default has occurred and is continuing, the Administrative Agent may direct any Servicer the Servicers 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 Servicers’ Servicers shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller the collections of any indebtedness that is not a Pool Receivable, less, if such Servicer is not a SPV Entity-Related Party or an Affiliate thereof, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. Each Servicer, if other than a SPV Entity-Related Party or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller or the Canadian Guarantor, as applicable, 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) Each Servicer’s obligations hereunder shall survive until, and terminate on, on the Final Payout Date. Promptly following the Final Payout Date, each Servicer shall deliver to each SPV Entity, as applicable, all books, records and related materials that each SPV Entity previously provided to the Servicers, or that have been obtained by the Servicers, in connection with this Agreement. (d) For the avoidance of doubt, each Servicer shall only service and comply with all Servicer’s duties under this Section 8.02 with respect to (i) the UK Servicer, Receivables originated by UK Originators, (ii) the U.S. Servicer, Receivables originated by U.S. Originators, (iii) the Swiss Servicer, Receivables originated by Swiss Originators and (iv) the Canadian Servicer, Receivables originated by Canadian Originators.

Duties of the Servicers. (a) Each Servicer shall take or cause to be taken all such action as may be reasonably necessary or appropriate advisable to service administer and administer the collection of 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 commercially reasonable care and diligence, and in accordance with the Credit and Collection Policy in a manner consistent in all material respects with the past practices of the Originators (after taking into consideration the transactions contemplated by the Transaction Documents)Policies. Each Servicer shall set aside, aside for the accounts of each Group, the applicable Borrower and the Lenders the amount of Collections to which each such Group is entitled in accordance with Article III I hereof. Each Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with this Agreement and the other Transaction Documents to which it is a partyPolicy, take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the related Contracts, as such Servicer may reasonably determine to be appropriate to maximize Collections thereof, thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract or in a manner that does not adversely affect the Pool Receivables or Collections thereonPolicies; 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, and (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable and (iii) if a Termination Event has occurred and is continuing, a Servicer may modify, waive or restructure a Pool Receivable (or reflect any related adjustments) only upon the prior written consent of the Administrative Agentunder this Agreement. Each Borrower shall deliver to the applicable Servicer and such Servicer shall hold in trust for each SPV Entity the benefit of the applicable Borrower and the Secured Parties Administrator (individually and for the benefit of the Lenders, in accordance with their respective interests), all records and documents (including computer tapes or disks) that relate to the Pool Receivables. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent may direct any 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 each Pool Receivable. (b) The Servicers’ [Reserved]. (c) Each Servicer’s obligations hereunder shall survive until, and terminate on, on the Final Payout Date. After such termination, if any Servicer or an Affiliate thereof was not the Servicer on the date of such termination, each Servicer shall promptly deliver to the applicable Borrower all books, records and related materials that such Borrower previously provided to such Servicer, or that have been obtained by such Servicer, in connection with this Agreement.

Duties of the Servicers. (a) Each Servicer shall take or cause to be taken all such action as may be reasonably necessary or appropriate advisable to service administer and administer the collection of 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 commercially reasonable care and diligence, and in accordance with the Credit and Collection Policy Policies (except in a manner consistent in all material respects with the past practices case of the Originators (after taking into consideration the transactions contemplated by the Transaction DocumentsSpecified Receivables). Each Servicer shall set aside, aside for the accounts of each Group, the applicable Borrower and the Lenders the amount of Collections to which each such Group is entitled in accordance with Article III I hereof. Each Servicer may, in accordance with the applicable Credit and Collection Policy and consistent with this Agreement and the other Transaction Documents to which it is a partyPolicy, take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the related Contracts, as such Servicer may reasonably determine to be appropriate to maximize Collections thereof, thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract or in a manner that does not adversely affect the Pool Receivables or Collections thereonPolicies; 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, and (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement and (iii) if a Termination Event has occurred no Servicer shall be required to comply with Credit and is continuing, a Servicer may modify, waive or restructure a Pool Receivable (or reflect any related adjustments) only upon the prior written consent of the Administrative AgentCollection Policies with respect to Specified Receivables. Each Borrower shall deliver to the applicable Servicer and such Servicer shall hold in trust for each SPV Entity the benefit of the applicable Borrower and the Secured Parties Administrator (individually and for the benefit of the Lenders, in accordance with their respective interests), all records and documents (including computer tapes or disks) that relate to the Pool Receivables. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrative Agent may direct any 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 each Pool Receivable. (b) The Servicers’ [Reserved]. (c) Each Servicer’s obligations hereunder shall survive until, and terminate on, on the Final Payout Date. After such termination, if any Servicer or an Affiliate thereof was not the Servicer on the date of such termination, each Servicer shall promptly deliver to the applicable Borrower all books, records and related materials that such Borrower previously provided to such Servicer, or that have been obtained by such Servicer, in connection with this Agreement.