Common use of Servicer Termination Notice Clause in Contracts

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable Servicer (a “Servicer Termination Notice”), shall, upon the direction of the Majority Lenders, terminate all of the rights, obligations, power and authority of such Applicable Servicer under this Agreement. On and after the receipt by such Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such Applicable Servicer and the Administrative Agent (upon direction of the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, Borrower (and to the extent Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree to pay the Servicer Termination Expenses within ten Business Days of receipt of an invoice therefor. On the termination date specified in this Section 8.01(b), such Applicable Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination EventEvent with respect to such Applicable Servicer, the Administrative Agent, by written notice to an the Applicable Servicer (a “"Servicer Termination Notice”"), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such the Applicable Servicer under this Agreement. On and after the receipt by such the Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such the Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is 30 days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such the Applicable Servicer and the Administrative Agent (upon direction of the Majority Lenders)) or the Majority Lenders. If such Applicable Servicer is the Facility Servicer, such Applicable Servicer The Calculation Agent shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Calculation Agent Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “"Servicer Termination Expenses”"). To the extent amounts held in the Collection Account Accounts of the Borrower and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) 30 days thereafter as provided above, such the Applicable Servicer agrees that it will terminate its activities as Facility Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, reasonably believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such the Applicable Servicer’s 's obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such the Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable the Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable the Servicer (a “Servicer Termination Notice”), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such Applicable the Servicer under this Agreement. On and after the receipt by such Applicable the Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b6.01(b), such Applicable the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent (upon the direction of or the Majority Lenders) Lenders in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of or the Majority Lenders), until a date mutually agreed upon by such Applicable the Servicer and the Administrative Agent (upon direction of or the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable The Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.082.05, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and paid in accordance with Section 2.08 2.05 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (x) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (y) 30 days thereafter as provided above, such Applicable the Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable the Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable the Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination EventEvent with respect to such Applicable Servicer, the Administrative Agent, by written notice to an the Applicable Servicer (a “Servicer Termination Notice”), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such the Applicable Servicer under this Agreement. On and after the receipt by such the Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such the Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is 30 days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually NAI-15121569431515895953v1213 -89- agreed upon by such the Applicable Servicer and the Administrative Agent (upon direction of or the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer The Calculation Agent shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Calculation Agent Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account of the Borrower and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) 30 days thereafter as provided above, such the Applicable Servicer agrees that it will terminate its activities as Facility Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, reasonably believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such the Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such the Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The BorrowerCo‐Borrowers, each Applicable the Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable the Servicer (a “Servicer Termination Notice”), shall, may (upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such Applicable the Servicer under this Agreement. On and after the receipt by such Applicable the Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is thirty (30) days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such Applicable the Servicer and the Administrative Agent (upon direction of the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable The Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and the Interest Reserve Account and paid in accordance with Section 2.08 2.09 are insufficient to pay the Servicer Termination Expenses, Borrower the Co‐Borrowers (and to the extent Borrower fails the Co‐Borrowers fail to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten (10) Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) thirty (30) days thereafter as provided above, such Applicable the Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes Lenders believe will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable the Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable the Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.. -114- USActive 58806140.10 -114-60444631.4 SK 28388 0001 10656366 v3

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable Servicer (a “Servicer Termination Notice”), shall, upon the written direction of the Majority Lenders, terminate all of the rights, obligations, power and authority of such Applicable Servicer under this Agreement. On and after the receipt by such Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent (upon the written direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon written direction of the Majority Lenders), until a date mutually agreed upon by such Applicable Servicer and the Administrative Agent (upon written direction of the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, Borrower (and to the extent Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten (10) Business Days of receipt of an invoice therefor. On the termination date specified in this Section 8.01(b), such Applicable Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the written direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination EventEvent with respect to such Applicable Servicer, the Administrative Agent, by written notice to an the Applicable Servicer (a “Servicer Termination Notice”), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such the Applicable Servicer under this Agreement. On and after the receipt by such the Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such the Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is 30 days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually -88- agreed upon by such the Applicable Servicer and the Administrative Agent (upon direction of or the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer The Calculation Agent shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Calculation Agent Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account of the Borrower and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) 30 days thereafter as provided above, such the Applicable Servicer agrees that it will terminate its activities as Facility Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, reasonably believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such the Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such the Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination EventEvent with respect to such Applicable Servicer, the Administrative Agent, by written notice to an the Applicable Servicer (a “"Servicer Termination Notice”"), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such the Applicable Servicer under this Agreement. On and after the receipt by such the Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such the Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is 30 days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such the Applicable Servicer and the Administrative Agent (upon direction of the Majority Lenders)) or the Majority Lenders. If such Applicable Servicer is the Facility Servicer, such Applicable Servicer The Calculation Agent shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Calculation Agent Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “"Servicer Termination Expenses”"). To the extent amounts held in the Collection Account Accounts of the Borrower and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) 30 days thereafter as provided above, such the Applicable Servicer agrees that it will terminate its activities as Facility Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.as

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination EventEvent with respect to such Applicable Servicer, the Administrative Agent, by written notice to an the Applicable Servicer (a “Servicer Termination Notice”), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such the Applicable Servicer under this Agreement. On and after the receipt by such the Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such the Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is 30 days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such the Applicable Servicer and the Administrative Agent (upon direction of or the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer The Calculation Agent shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Calculation Agent Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account of the Borrower and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) 30 days thereafter as provided above, such the Applicable Servicer agrees that it will terminate its activities as Facility Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, reasonably believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such the Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such the Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable the Facility Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable the Facility Servicer (a “Servicer Termination Notice”), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such Applicable the Facility Servicer under this Agreement. On and after the receipt by such Applicable the Facility Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable the Facility Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is 30 days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such Applicable the Facility Servicer and the Administrative Agent (upon direction of or the Majority Lenders). If such Applicable Servicer is the The Facility Servicer, such Applicable Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter accrued until such termination date (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account of the Borrower and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the Servicer Termination Notice and (ii) 30 days thereafter as provided above, such Applicable the Facility Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, reasonably believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable the Facility Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable the Facility Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The BorrowerCo‐Borrowers, each Applicable the Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable the Servicer (a “Servicer Termination Notice”), shall, may (upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such Applicable the Servicer under this Agreement. On and after the receipt by such Applicable the Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is thirty (30) days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such Applicable the Servicer and the Administrative Agent (upon direction of the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable The Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and the Interest Reserve Account and paid in accordance with Section 2.08 2.09 are insufficient to pay the Servicer Termination Expenses, Borrower the Co‐Borrowers (and to the extent Borrower fails the Co‐Borrowers fail to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten (10) Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) thirty (30) days thereafter as provided above, such Applicable the Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes Lenders believe will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable the Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable the Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable the Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable the Servicer (a “"Servicer Termination Notice”"), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such Applicable the Servicer under this Agreement. On and after the receipt by such Applicable the Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b6.01(b), such Applicable the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent (upon the direction of or the Majority Lenders) Lenders in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of or the Majority Lenders), until a date mutually agreed upon by such Applicable the Servicer and the Administrative Agent (upon direction of or the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable The Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.082.05, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “"Servicer Termination Expenses”"). To the extent amounts held in the Collection Account and paid in accordance with Section 2.08 2.05 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (x) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (y) 30 days thereafter as provided above, such Applicable the Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable the Servicer’s 's obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable the Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The BorrowerCo‐Borrowers, each Applicable the Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable the Servicer (a “Servicer Termination Notice”), shall, may (upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such Applicable the Servicer under this Agreement. On and after the receipt by such Applicable the Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is thirty (30) days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such Applicable the Servicer and the Administrative Agent (upon direction of the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable The Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and the Interest Reserve Account and paid in accordance with Section 2.08 2.09 are insufficient to pay the Servicer Termination Expenses, Borrower the Co‐Borrowers (and to the extent Borrower fails the Co‐Borrowers fail to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten (10) Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) thirty (30) days thereafter as provided above, such Applicable the Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes Lenders believe will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable the Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.USActive 58800445.158806140.10 -110- SK 28388 0001 10656366 v3

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable Servicer (a “Servicer Termination Notice”), shall, upon the written direction of the Majority Lenders, terminate all of the rights, obligations, power and authority of such Applicable Servicer under this Agreement. On and after the receipt by such Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent (upon the written direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon written direction of the Majority Lenders), until a date mutually agreed upon by such Applicable Servicer and the Administrative Agent (upon written direction of the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer Servicing Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree to pay the Servicer Termination Expenses within ten Business Days of receipt of an invoice therefor. On the termination date specified in this Section 8.01(b), such Applicable Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination EventEvent with respect to such Applicable Servicer, the Administrative Agent, by written notice to an the Applicable Servicer (a “Servicer Termination Notice”), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such the Applicable Servicer under this Agreement. On and after the receipt by such the Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such the Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is 30 days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such the Applicable Servicer and the Administrative Agent (upon direction of or the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer The Calculation Agent shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Calculation Agent Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account AccountAccounts of the Borrower and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) 30 days thereafter as provided above, such the Applicable Servicer agrees that it will terminate its activities as Facility Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, reasonably believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such the Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such the Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable Servicer (a “Servicer Termination Notice”), shall, upon the direction of the Majority Lenders, terminate all of the rights, obligations, power and authority of such Applicable Servicer under this Agreement. On and after the receipt by such Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such Applicable Servicer and the Administrative Agent (upon direction of the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer Servicing Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree to pay the Servicer Termination Expenses within ten Business Days of receipt of an invoice therefor. On the termination date specified in this Section 8.01(b), such Applicable Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by three days prior written notice to an Applicable Servicer (a “Servicer Termination Notice”), shall, upon the direction of the Majority Lenders, terminate all of the rights, obligations, power and authority of such Applicable Servicer under this AgreementAgreement (such termination, a “Lender-Directed Termination”). In addition, the Borrower shall have the right to terminate all of the rights, obligations, power and authority of the Portfolio Asset Servicer under this Agreement by delivering a Servicer Termination Notice to such Portfolio Asset Servicer and the Administrative Agent at any time (whether or not a Servicer Termination Event has occurred) (such termination, a “Borrower-Directed Termination”). On and after the receipt by such Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by by, (x) in the case of a Lender-Directed Termination, the Administrative Agent (upon the written direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon written direction of the Majority Lenders), ) until a date mutually agreed upon by such Applicable Servicer and the Administrative Agent (upon direction of the written Majority Lenders)) and (y) in the case of a Borrower-Directed Termination, the Borrower. If such Applicable Servicer is the Facility Servicer, such Applicable Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and each Secured Account subject to a “blocked” Account Control Agreement, or after a Notice of Exclusive Control has been provided, the Operating Account and each Secured Account subject to a “springing” Account Control Agreement, and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails fail to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten Business Days of after receipt of an invoice therefor. On the termination date specified in accordance with this Section 8.01(b), such Applicable Servicer agrees that it will terminate its activities as Facility such Applicable Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes Borrower reasonably believe will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.

Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination EventEvent with respect to such Applicable Servicer, the Administrative Agent, by written notice to an the Applicable Servicer (a “Servicer Termination Notice”), may (and shall, upon the direction of the Majority Lenders, ) terminate all of the rights, obligations, power and authority of such the Applicable Servicer under this Agreement. On and after the receipt by such the Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such the Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in that is 30 days after the Servicer Termination Notice date of such notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such the Applicable Servicer and the Administrative Agent (upon direction of or the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer The Calculation Agent shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Calculation Agent Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer any Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account Accounts of the Borrower and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree agrees to pay the Servicer Termination Expenses within ten 10 Business Days of receipt of an invoice therefor. On After the earlier of (i) the termination date specified in this Section 8.01(b)the applicable Servicer Termination Notice and (ii) 30 days thereafter as provided above, such the Applicable Servicer agrees that it will terminate its activities as Facility Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, reasonably believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such the Applicable Servicer’s obligations under this Agreement and the other Transaction Documents, on the terms and subject to the conditions herein set forth, and such the Applicable Servicer shall use its commercially reasonable efforts to assist the Replacement Servicer in assuming such obligations.