Common use of Termination of Servicing Responsibilities; Cooperation Clause in Contracts

Termination of Servicing Responsibilities; Cooperation. Upon the occurrence of an Event of Default the Collateral Manager or Collateral Agent or the Agent may, by written notice, terminate the performance of the Servicing Responsibilities by the Borrower, in which event such Borrower shall immediately transfer to a successor servicer designated by the Collateral Manager or the Agent, as the case may be, all records, computer access and other information as shall be necessary or desirable, in the reasonable judgment of such successor servicer, to perform such responsibilities. The Borrower shall otherwise cooperate fully with such successor servicer. 1. The Collateral Manager will convey appropriate data requirements and instructions to the Borrower to establish a computer interface between each Loan Party’s systems and the Collateral Manager’s receivables monitoring system. The interface will permit the Collateral Manager to receive electronically teach Loan Party’s accounts receivable data, including the Receivable Information, billing data and collection and other transaction data relating to the Receivables. 2. The Loan Parties shall give the Collateral Manager at least ten Business Days’ notice of any coding changes or electronic data processing system modifications made by such Borrower which could affect the Collateral Manager’s processing or interpretation of data received through the interface. 3. The Collateral Manager shall have no responsibility to return to the Loan Parties any information which the Collateral Manager receives pursuant to the computer interface. 4. The Borrower, on behalf of the Loan Parties, will prepare weekly accounts receivable data files of all transaction types for such Borrower’s sites that are included in the program. The weekly cutoff will occur at a predetermined time each week, and the weekly cutoff date for all of the sites must occur at exactly the same time. The cutoff date that will be selected will be at the end of business for a specific day of the week, or in other words, at the end of such Borrower’s transaction posting process for that day. The Borrower will temporarily maintain a copy of the accounts data files in the event that the data is degraded or corrupted during transmission, and needs to be re-transmitted. 5. The Collateral Manager will be responsible for the management of the hardware, communications and software used in the program. 6. The Collateral Manager’s data center will receive the Receivable files, and immediately confirm that the files have been passed without degradation or corruption of data by balancing the detailed items to the control totals that accompany the files. Any problems in this process will be immediately reported to the Borrower so that the Receivable file can be re-transmitted, if necessary. 7. Once the receipt of the Receivable data has been confirmed, the Collateral Manager will perform certain tests and edits to ensure that each Receivable meets the specified eligibility criteria. Compliance with concentration limits will be verified and the Collateral Manager will notify the Collateral Manager that the Eligible Receivables have been determined. 8. Each Loan Party’s sites will continue to post daily transactions to their respective Receivable files. Each Loan Party’s Receivable files for each of the eligible sites will include all transactions posted through that day. The Borrower will create a transaction report and a Receivable file for each of the eligible sites. The transaction report will contain all transactions posted to the respective site Receivable file for the specified period (and will indicate the respective site and the number of items and total dollars on each transaction report for control purposes). The Receivable file will contain balances that reflect the transactions posted on the Loan Parties’s systems through the end of business of the specified period. 9. The Borrower will transmit the billing, transaction, and the most current Receivable data files to the Collateral Manager’s data center according to the established schedule. The Borrower should, again, maintain the backup of each of these files in the event that a re-transmission is necessary. 10. The Collateral Manager’s data center will confirm that the files have been received intact, and will immediately communicate any problems to the Borrower in order to initiate a re-transmission. The Collateral Manager will then post the transaction files to the accounts receivable for accounts that the Collateral Manager is maintaining, and consequently update the affected balances. Upon completion of the posting process, the Collateral Manager will generate summary reports of the posting process that the Collateral Manager will use to complete various funding activities. The Collateral Manager summary reports will reference the Loan Parties’s transaction codes and activity to codes that are common to the funding program. 11. The Collateral Manager will then compare the updated accounts balances on the Collateral Manager’s system to the corresponding account balances reflected on the Receivable file. The Collateral Manager expects that the balances for the funded Receivables will be congruent, and any discrepancies will be immediately examined and resolved through the cooperative effort of the Collateral Manager and the Loan Parties. The Collateral Manager shall produce discrepancy reports (e.g., “Funding Only” or “Out of Balance” reports) and the Borrower shall respond promptly to such reports.

Termination of Servicing Responsibilities; Cooperation. Upon the occurrence of an Event of Default the Collateral Manager or Collateral Agent or the Agent Lender may, by written notice, terminate the performance of the Servicing Responsibilities by the any Borrower, in which event such Borrower shall immediately transfer to a successor servicer designated by the Collateral Manager or the Agent, as the case may be, Lender all records, computer access and other information as shall be necessary or desirable, in the reasonable judgment of such successor servicer, to perform such responsibilities. The Borrower Borrowers shall otherwise cooperate fully with such successor servicer. 1. The Collateral Program Manager will convey appropriate data requirements and instructions to the Borrower Representative to establish a computer interface between each Loan Party’s the Borrowers’ systems and the Collateral Program Manager’s receivables monitoring system. The interface will permit the Collateral Program Manager to receive electronically teach Loan Partyeach Borrower’s accounts receivable data, including the Receivable Information, billing data and collection and other transaction data relating to the Receivables. 2. The Loan Parties Each Borrower shall give the Collateral Program Manager and the Lender at least ten Business Days’ notice of any coding changes or electronic data processing system modifications made by such Borrower which could affect the Collateral Program Manager’s processing or interpretation of data received through the interface. 3. The Collateral Program Manager shall have no responsibility to return to the Loan Parties any Borrower any information which the Collateral Program Manager receives pursuant to the computer interface. 4. The Borrower, on behalf of the Loan Parties, Each Borrower will prepare weekly accounts receivable data files of all transaction types for such Borrower’s sites that are included in the program. The weekly cutoff will occur at a predetermined time each week, and the weekly cutoff date for all of the sites must occur at exactly the same time. The cutoff date that will be selected will be at the end of business for a specific day of the week, or in other words, at the end of such Borrower’s transaction posting process for that day. The Each Borrower will temporarily maintain a copy of the accounts data files in the event that the data is degraded or corrupted during transmission, and needs to be re-transmitted. 5. The Collateral Program Manager will be responsible for the management of the hardware, communications and software used in the program. 6. The Collateral Program Manager’s data center will receive the Receivable files, and immediately confirm that the files have been passed without degradation or corruption of data by balancing the detailed items to the control totals that accompany the files. Any problems in this process will be immediately reported to the Borrower Representative so that the Receivable file can be re-transmitted, if necessary. 7. Once the receipt of the Receivable data has been confirmed, the Collateral Program Manager will perform certain tests and edits to ensure that each Receivable meets the specified eligibility criteria. Compliance with concentration limits will be verified and the Collateral Program Manager will notify the Collateral Program Manager that the Eligible Receivables have been determined. 8. Each Loan PartyBorrower’s sites will continue to post daily transactions to their respective Receivable files. Each Loan PartyBorrower’s Receivable files for each of the eligible sites will include all transactions posted through that day. The Each Borrower will create a transaction report and a Receivable file for each of the eligible sites. The transaction report will contain all transactions posted to the respective site Receivable file for the specified period (and will indicate the respective site and the number of items and total dollars on each transaction report for control purposes). The Receivable file will contain balances that reflect the transactions posted on the Loan Parties’s Borrowers’ systems through the end of business of the specified period. 9. The Each Borrower will transmit the billing, transaction, and the most current Receivable data files to the Collateral Program Manager’s data center according to the established schedule. The Borrower Borrowers should, again, maintain the backup of each of these files in the event that a re-transmission is necessary. 10. The Collateral Program Manager’s data center will confirm that the files have been received intact, and will immediately communicate any problems to the Borrower Representative in order to initiate a re-transmission. The Collateral Program Manager will then post the transaction files to the accounts receivable for accounts that the Collateral Program Manager is maintaining, and consequently update the affected balances. Upon completion of the posting process, the Collateral Program Manager will generate summary reports of the posting process that the Collateral Program Manager will use to complete various funding activities. The Collateral Program Manager summary reports will reference the Loan Parties’s Borrowers’ transaction codes and activity to codes that are common to the funding program. 11. The Collateral Program Manager will then compare the updated accounts balances on the Collateral Program Manager’s system to the corresponding account balances reflected on the Receivable file. The Collateral Program Manager expects that the balances for the funded Receivables will be congruent, and any discrepancies will be immediately examined and resolved through the cooperative effort of the Collateral Program Manager and the Loan PartiesBorrowers. The Collateral Program Manager shall produce discrepancy reports (e.g., “Funding Only” or “Out of Balance” reports) and the Borrower Borrowers shall respond promptly to such reports.