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 Lender may, by written notice, terminate the performance of the Servicing Responsibilities by any Borrower, in which event such Borrower shall immediately transfer to a successor servicer designated by the 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 Borrowers shall otherwise cooperate fully with such successor servicer. 1. The Program Manager will convey appropriate data requirements and instructions to the Borrower Representative to establish a computer interface between the Borrowers’ systems and the Program Manager’s receivables monitoring system. The interface will permit the Program Manager to receive electronically each Borrower’s accounts receivable data, including the Receivable Information, billing data and collection and other transaction data relating to the Receivables. 2. Each Borrower shall give the 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 Program Manager’s processing or interpretation of data received through the interface. 3. The Program Manager shall have no responsibility to return to any Borrower any information which the Program Manager receives pursuant to the computer interface. 4. 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. 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 Program Manager will be responsible for the management of the hardware, communications and software used in the program. 6. The 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 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 Program Manager will notify the Program Manager that the Eligible Receivables have been determined. 8. Each Borrower’s sites will continue to post daily transactions to their respective Receivable files. Each Borrower’s Receivable files for each of the eligible sites will include all transactions posted through that day. 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 Borrowers’ systems through the end of business of the specified period. 9. Each Borrower will transmit the billing, transaction, and the most current Receivable data files to the Program Manager’s data center according to the established schedule. The Borrowers should, again, maintain the backup of each of these files in the event that a re-transmission is necessary. 10. The 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 Program Manager will then post the transaction files to the accounts receivable for accounts that the Program Manager is maintaining, and consequently update the affected balances. Upon completion of the posting process, the Program Manager will generate summary reports of the posting process that the Program Manager will use to complete various funding activities. The Program Manager summary reports will reference the Borrowers’ transaction codes and activity to codes that are common to the funding program. 11. The Program Manager will then compare the updated accounts balances on the Program Manager’s system to the corresponding account balances reflected on the Receivable file. The 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 Program Manager and the Borrowers. The Program Manager shall produce discrepancy reports (e.g., “Funding Only” or “Out of Balance” reports) and the Borrowers shall respond promptly to such reports.

Termination of Servicing Responsibilities; Cooperation. Upon the occurrence of an Event of Default the Lender Collateral Manager or Collateral Agent or the Agent may, by written notice, terminate the performance of the Servicing Responsibilities by any the Borrower, in which event such Borrower shall immediately transfer to a successor servicer designated by the Lender 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 Borrowers Borrower shall otherwise cooperate fully with such successor servicer. 1. The Program Collateral Manager will convey appropriate data requirements and instructions to the Borrower Representative to establish a computer interface between the Borrowers’ each Loan Party’s systems and the Program Collateral Manager’s receivables monitoring system. The interface will permit the Program Collateral Manager to receive electronically each Borrowerteach Loan Party’s accounts receivable data, including the Receivable Information, billing data and collection and other transaction data relating to the Receivables. 2. Each Borrower The Loan Parties shall give the Program Collateral 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 Program Collateral Manager’s processing or interpretation of data received through the interface. 3. The Program Collateral Manager shall have no responsibility to return to any Borrower the Loan Parties any information which the Program Collateral Manager receives pursuant to the computer interface. 4. Each Borrower 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. Each 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 Program Collateral Manager will be responsible for the management of the hardware, communications and software used in the program. 6. The Program 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 Representative so that the Receivable file can be re-transmitted, if necessary. 7. Once the receipt of the Receivable data has been confirmed, the Program 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 Program Collateral Manager will notify the Program Collateral Manager that the Eligible Receivables have been determined. 8. Each BorrowerLoan Party’s sites will continue to post daily transactions to their respective Receivable files. Each BorrowerLoan Party’s Receivable files for each of the eligible sites will include all transactions posted through that day. Each 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 Borrowers’ Loan Parties’s systems through the end of business of the specified period. 9. Each The Borrower will transmit the billing, transaction, and the most current Receivable data files to the Program Collateral Manager’s data center according to the established schedule. The Borrowers Borrower should, again, maintain the backup of each of these files in the event that a re-transmission is necessary. 10. The Program Collateral 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 Program Collateral Manager will then post the transaction files to the accounts receivable for accounts that the Program Collateral Manager is maintaining, and consequently update the affected balances. Upon completion of the posting process, the Program Collateral Manager will generate summary reports of the posting process that the Program Collateral Manager will use to complete various funding activities. The Program Collateral Manager summary reports will reference the Borrowers’ Loan Parties’s transaction codes and activity to codes that are common to the funding program. 11. The Program Collateral Manager will then compare the updated accounts balances on the Program Collateral Manager’s system to the corresponding account balances reflected on the Receivable file. The Program 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 Program Collateral Manager and the BorrowersLoan Parties. The Program Collateral Manager shall produce discrepancy reports (e.g., “Funding Only” or “Out of Balance” reports) and the Borrowers Borrower shall respond promptly to such reports.