Common use of Servicer; Backup Servicer; Custodian Clause in Contracts

Servicer; Backup Servicer; Custodian. (a) Company shall use its commercially reasonable efforts to cause Servicer, the Backup Servicer and the Custodian to comply at all times with the applicable terms of the Servicing Agreement, the Backup Servicing Agreement and the Custodial Agreement. The Company may not (i) terminate, remove, replace Servicer, Backup Servicer or the Custodian or (ii) subcontract out any portion of the servicing or permit third party servicing other than the Backup Servicer, except, in each case, with the consent of the Requisite Lenders in their Permitted Discretion. The Administrative Agent may not terminate, remove, or replace the Servicer except in accordance with the Servicing Agreement. The Administrative Agent may not terminate, remove, or replace the Backup Servicer or the Custodian except with the prior consent of Company (such consent not to be unreasonably withheld); provided, however, that the Administrative Agent may terminate and replace the Backup Servicer at any time without the consent of Company after the occurrence and during the continuance of an Event of Default or Servicer Default. (b) Upon the occurrence of a Hot Backup Servicer Event, the Administrative Agent may instruct the Backup Servicer to provide “hot” backup servicing under the Backup Servicing Agreement (provided that, if after a Hot Backup Servicer Event to occur hereunder, a Hot Backup Servicer Event Cure occurs, the Administrative Agent shall, at the direction of Company, instruct the Backup Servicer to (i) stop providing hot” backup servicing under the Backup Servicing Agreement and (ii) again begin providing only “warm” backup servicing under the Backup Servicing Agreement). Company shall pay all reasonable and customary fees, costs and expenses of the Backup Servicer.

Servicer; Backup Servicer; Custodian. (a) Company shall use its commercially reasonable efforts to cause Servicer, the Backup Servicer and the Custodian to comply at all times with the applicable terms of the Servicing Agreement, the Backup Servicing Agreement and the Custodial Agreement. The Company may not (i) terminate, remove, replace Servicer, Backup Servicer or the Custodian or (ii) subcontract out any portion of the servicing or permit third party servicing other than the Backup Servicer, except, in each case, with the consent of the Requisite Lenders in their Permitted Discretion. The Administrative Agent may not terminate, remove, or replace the Servicer except in accordance with the Servicing Agreement. The Administrative Agent may not terminate, remove, or replace the Backup Servicer or the Custodian except with the prior consent of Company (such consent not to be unreasonably withheld); provided, however, that the Administrative Agent may terminate and replace the Backup Servicer at any time without the consent of Company after the occurrence and during the continuance of an Event of Default or Servicer Default. (b) Upon the occurrence of (1) for so long as the DB Credit Facility is in effect, a “Hot Backup Servicer Event” thereunder and the election by the Administrative Agent under the DB Credit Facility to transition to “hot” backup servicing, or (2) after the termination of the DB Credit Facility, a Hot Backup Servicer Event, the Administrative Agent may instruct the Backup Servicer to provide “hot” backup servicing under the Backup Servicing Agreement (provided that, with respect to clause (2) above, if after a Hot Backup Servicer Event to occur hereunder, a Hot Backup Servicer Event Cure occurs, the Administrative Agent shall, at the direction of Company, instruct the Backup Servicer to (i) stop providing hot” backup servicing under the Backup Servicing Agreement and (ii) again begin providing only “warm” backup servicing under the Backup Servicing Agreement). Company shall pay all reasonable and customary fees, costs and expenses of the Backup Servicer.

Servicer; Backup Servicer; Custodian. (a) Company shall use its commercially reasonable efforts to cause Servicer, the Backup Servicer and the Custodian to comply at all times with the applicable terms of the Servicing Agreement, the Backup Servicing Agreement and the Custodial Agreement. The Company may not (i) terminate, remove, replace Servicer, Backup Servicer or the Custodian or (ii) subcontract out any portion of the servicing or permit third party servicing other than the Backup Servicer, except, in each case, with the consent of the Requisite Lenders in their Permitted Discretion. The Administrative Agent may not terminate, remove, or replace the Servicer except in accordance with the Servicing Agreement. The Administrative Agent may not terminate, remove, or replace the Backup Servicer or the Custodian except with the prior consent of Company (such consent not to be unreasonably withheld); provided, however, that the Administrative Agent may terminate and EAST\142259790.4 82 replace the Backup Servicer at any time without the consent of Company after the occurrence and during the continuance of an Event of Default or Servicer Default. (b) Upon the occurrence of (1) for so long as the DB Credit Facility is in effect, a “Hot Backup Servicer Event” thereunder and the election by the Administrative Agent under the DB Credit Facility to transition to “hot” backup servicing, or (2) after the termination of the DB Credit Facility, a Hot Backup Servicer Event, the Administrative Agent may instruct the Backup Servicer to provide “hot” backup servicing under the Backup Servicing Agreement (provided that, with respect to clause (2) above, if after a Hot Backup Servicer Event to occur hereunder, a Hot Backup Servicer Event Cure occurs, the Administrative Agent shall, at the direction of Company, instruct the Backup Servicer to (i) stop providing hot” backup servicing under the Backup Servicing Agreement and (ii) again begin providing only “warm” backup servicing under the Backup Servicing Agreement). Company shall pay all reasonable and customary fees, costs and expenses of the Backup Servicer.

Servicer; Backup Servicer; Custodian. (a) Company shall use its commercially reasonable efforts to cause Servicer, the Backup Servicer and the Custodian to comply at all times with the applicable terms of the Servicing Agreement, the Backup Servicing Agreement and the Custodial Agreement. The Company may not not (i) terminate, remove, replace Servicer, Backup Servicer or the Custodian or (ii) subcontract out any portion of the servicing or permit third party servicing other than the Backup Servicer, except, in each case, with the consent of the Requisite Lenders in their Permitted Discretion. The Administrative Agent may not terminate, remove, or replace the Servicer except in accordance with the Servicing Agreement. The Administrative Agent may not terminate, remove, or replace the Backup Servicer or the Custodian except with the prior consent of Company (such consent not to be unreasonably withheld); provided, however, that the Administrative Agent may terminate and replace the Backup Servicer at any time without the consent of Company after the occurrence and during the continuance of an Event of Default or Servicer Default. (b) Upon the occurrence of a Hot Backup Servicer Event, the Administrative Agent may instruct the Backup Servicer to provide “hot” backup servicing under the Backup Servicing Agreement (provided that, if after a Hot Backup Servicer Event to occur hereunder, a Hot Backup Servicer Event Cure occurs, the Administrative Agent shall, at the direction of Company, instruct the Backup Servicer to (i) stop providing hot” backup servicing under the Backup Servicing Agreement and (ii) again begin providing only “warm” backup servicing under the Backup Servicing Agreement). Company shall pay all reasonable and customary fees, costs and expenses of the Backup Servicer.