Common use of Consequences of an Event of Default Clause in Contracts

Consequences of an Event of Default. If an Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.

Consequences of an Event of Default. If an Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests voting interests of the Class A Certificates and the Class B Certificates, voting together as a single classclass (but excluding for purposes of such calculation and action all Certificates held by TMCC, TAFR LLC, or any of their affiliates), by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) ), may terminate all of the rights and obligations of the Servicer under the this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the this Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.038.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Trustee, the original Servicer hereunder shall reimburse the Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Consequences of an Event of Default. If an Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Indenture Trustee or at the Holders of Certificates evidencing not less than 51% direction of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single classMajority Securityholders, by notice then given in writing to the Master Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Master Servicer under the this Agreement. On or after the receipt by the Master Servicer of such written notice, and the appointment of and acceptance by a successor Master Servicer, all authority authority, power, obligations and power responsibilities of the Master Servicer under the this Agreement, whether with respect to the Certificates, Securities or the Receivables Trust or otherwise, shallshall pass to, without further action, pass to and be vested in and become obligations and responsibilities of the Trustee pursuant successor Master Servicer; provided, however, that the successor Master Servicer shall have no liability with respect to and under this Section any obligation which was required to be performed by the prior Master Servicer prior to the date that the successor Master Servicer becomes the Master Servicer or such Successor any claim of a third party based on any alleged action or inaction of the prior Master Servicer. The successor Master Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby is authorized and empowered by this Agreement to execute and deliver, on behalf of the predecessor prior Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor prior Master Servicer shall agrees to cooperate with the Successor successor Master Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor prior Master Servicer under the this Agreement, including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor prior Master Servicer for deposit, or have been deposited by the predecessor prior Master Servicer, in the Accounts or the Reserve Fund Collection Account or thereafter received with respect to the Receivables Home Loans and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files delivery to the Successor successor Master Servicer of all Home Loan Files in the Master Servicer's possession and amending a computer tape in readable form containing the Agreement Servicing Record and any other information necessary to reflect such succession as enable the successor Master Servicer to service the Home Loans. In addition to any other amounts that are then payable to the terminated Master Servicer under this Agreement, the terminated Master Servicer shall then be entitled to receive (to the extent provided by Section 4.09) out of the Collected Amount, reimbursements for any outstanding Interest Advances made during the period prior to the notice pursuant to this Section shall be paid 10.02 which terminates the obligation and rights of the terminated Master Servicer under this Agreement. The Indenture Trustee and the successor Master Servicer may set off and deduct any amounts owed by the predecessor terminated Master Servicer (or, if from any amounts payable to the predecessor terminated Master Servicer. The terminated Master Servicer is shall grant the initial Indenture Trustee, and the initial successor Master Servicer reasonable access to the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses's premises at the terminated Master Servicer's expense.

Consequences of an Event of Default. If an Event one or more of the Events of Default shall occur and be continuing, so long as then (a) if such Event of Default has not been cured is set forth in Sections 7.3 or waived7.4, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates Commitments shall automatically terminate and the Class B Certificates, voting together as a single class, by notice Notes then given in writing to the Servicer (outstanding and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and other amounts owing under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the transfer beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall become immediately due and payable, without necessity of demand, presentation, protest, notice of dishonor or notice of default or (b) if such Event of Default is set forth in any of the remaining Sections of this Article VII, then the Agent, at the request of the Required Lenders, and upon notice to the Successor Servicer Borrower, shall declare the Borrower in default hereunder, and upon such declaration, shall, at the request of the Required Lenders, terminate the Commitment and/or declare the Notes then outstanding and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) immediately due and payable, without necessity of any further demand, presentation, protest, notice of dishonor or further notice of default, whereupon the same shall be immediately due and payable. With respect to all Letters of Credit with respect to which presentment for administration by it of all cash amounts that honor shall not have occurred at the time be held of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the predecessor Servicer Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. The Borrower hereby grants to the Agent, for depositthe benefit of the Issuing Bank and the L/C Participants, a security interest in such cash collateral to secure all obligations of the Borrower under this Agreement and the other Loan Documents. Amounts held in such cash collateral account shall be applied to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters ofCredit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the Notes. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been deposited by satisfied and all other obligations of the predecessor ServicerBorrower hereunder and under the Notes shall have been paid in full, the balance, if any, in the Accounts or the Reserve Fund or thereafter received with respect such cash collateral account shall be returned to the Receivables Borrower. The Borrower shall execute and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files deliver to the Successor Servicer Agent, for the account of the Issuing Bank and amending the Agreement L/C Participants, such further documents and instruments as the Agent may request to reflect evidence the creation and perfection of the within security interest in such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expensescash collateral account.

Consequences of an Event of Default. If an Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests voting interests of the Class A Certificates and the Class B Certificates, voting together as a single classclass (but excluding for purposes of such calculation and action all Certificates held by TMCC, TMCRC or any of their affiliates), by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) ), may terminate all of the rights and obligations of the Servicer under the this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the this Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.038.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Trustee, the original Servicer hereunder shall reimburse the Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Consequences of an Event of Default. If an Event of Default shall occur Default, other than a bankruptcy default with respect to the Company occurs and be continuingis continuing under the indenture, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders holders of Certificates evidencing not less than 51at least 25% in aggregate principal amount of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single classnotes then outstanding, by written notice then given in writing to the Servicer Company (and to the Trustee if the notice is given by Certificateholders) the holders), may terminate all declare the principal of and accrued interest on the rights notes to be immediately due and obligations payable. Upon a declaration of the Servicer under the Agreementacceleration, such principal and accrued interest will become immediately due and payable. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether If a bankruptcy default occurs with respect to the CertificatesCompany, the Receivables principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Company and the Guarantors to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of the Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. IN THE INDENTURE, shallTHE COMPANY WILL, without further actionAND TO THE EXTENT APPLICABLE, pass THE GUARANTORS IN ANY APPLICABLE SUPPLEMENTAL INDENTURE WILL, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and if applicable, the Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be vested payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Company shall be estopped from claiming differently than as agreed to in this paragraph. The Company and if applicable, the Guarantors expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee pursuant an Officer’s Certificate stating that the Company has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and under this Section or the cure period with respect to such Successor Servicer as may Event of Default shall be appointed under Section 18.03automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without limitationthe participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default under clause (7) as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be hereby authorized and empowered entitled to execute and deliverconclusively rely on any Noteholder Direction delivered to it in accordance with the Indenture, on behalf shall have no duty to inquire as to or investigate the accuracy of the predecessor Servicerany Position Representation, as attorney-in-fact enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwiseotherwise make calculations, any and all documents and other instrumentsinvestigations or determinations with respect to Derivative Instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationNet Shorts, whether to complete the transfer and endorsement of the Receivables and related documentsLong Derivative Instruments, Short Derivative Instruments or otherwise. The predecessor Servicer Trustee shall cooperate with have no liability to the Successor Servicer Company, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of a majority in principal amount of the outstanding notes by written notice to the Company and to the Trustee in effecting the termination may waive all past defaults and rescind and annul a declaration of the responsibilities acceleration and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.its consequences if:

Consequences of an Event of Default. If an Event of Default specified in Section 10.01 hereof shall occur and be continuing, then, and in every such event (other than an event with respect to the Borrowers described in clause (f) or (g) of Section 10.01), the Facility provided by this Agreement shall immediately terminate, and the Outstanding Loans, together with accrued and unpaid interest thereon, and all other Obligations, shall immediately become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to the Borrowers described in clause (g) or (h) of Section 10.01, the Facility provided by this Agreement shall automatically and immediately terminate, and the Outstanding Loans, together with accrued and unpaid interest thereon, and all other Obligations, shall immediately become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Further, if an Event of Default specified in Section 10.01 hereof shall occur and be continuing, then, and in every such event the Lender shall have the right to collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce Lender’s security interests in any or all Collateral in any manner permitted by the Security Agreement. Additionally, if an Event of Default shall have occurred and be continuing, no monies on deposit in the Collection Account shall be released until the Principal Balance is paid in full. Further, if an Event of Default shall occur and be continuing, so long as then, and in every such event the Lender shall have the right to draw upon the Guarantee. Notwithstanding the foregoing, if an Event of Default has not been cured or waived, either shall occur and be continuing the Trustee or the Holders of Certificates evidencing not less than 51% Lender may pursue any remedies available to it in order to seek repayment of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, by notice then given Principal Balance in writing to the Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expensesfull.

Consequences of an Event of Default. (a) If an Event of Default specified in subsections (a) through (j) of Section 7.01 hereof, or in subsections (k) and (l) with respect to a Significant Subsidiary, shall occur and be continuingcontinuing or shall exist, so long as such then, in addition to all other rights and remedies which any Agent or any Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, the Lenders shall be under no further obligation to make Loans hereunder and the LC Issuer shall be under no further obligation to Issue Letters of Credit hereunder, and the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, from time to time do any or all of the following: (i) Declare the Commitments terminated, whereupon the Commitments will terminate and any fees hereunder shall be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived, and an action therefor shall immediately accrue. (ii) Declare the unpaid principal amount of the Loans, interest accrued thereon and all other Obligations to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived, and an action therefor shall immediately accrue and demand the Borrower immediately to Cash Collateralize the full amount then available for drawing under any and all outstanding Letters of Credit. (b) If an Event of Default has not been cured specified in subsection (k) or waived, either the Trustee (1) of Section 7.01 hereof shall occur or the Holders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether exist with respect to the CertificatesBorrower, the Receivables then, in addition to all other rights and remedies which any Agent or any Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, shallthe Commitments 60 69 shall automatically terminate and the Lenders shall be under no further obligation to make Loans and the LC Issuer shall be under no further obligation to Issue Letters of Credit, and the unpaid principal amount of the Loans, interest accrued thereon and all other Obligations shall become immediately due and payable and the Borrower shall immediately Cash Collateralize the full amount then available for drawing under all outstanding Letters of Credit, without further actionpresentment, pass to and be vested in the Trustee pursuant to and under this Section demand, protest or such Successor Servicer as may be appointed under Section 18.03; andnotice of any kind, without limitation, the Trustee shall be all of which are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentswaived, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwisean action therefor shall immediately accrue. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.ARTICLE VIII

Consequences of an Event of Default. If an Event of Default shall occur Default, other than a bankruptcy default with respect to the Company occurs and be continuingis continuing under the indenture, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders holders of Certificates evidencing not less than 51at least 25% in aggregate principal amount of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single classnotes then outstanding, by written notice then given in writing to the Servicer Company (and to the Trustee if the notice is given by Certificateholders) the holders), may terminate all declare the principal of and accrued interest on the rights notes to be immediately due and obligations payable. Upon a declaration of the Servicer under the Agreementacceleration, such principal and accrued interest will become immediately due and payable. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether If a bankruptcy default occurs with respect to the CertificatesCompany, the Receivables principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or otherwiseother act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, shallit is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without further actionlimitation, pass to an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and be vested (ii) the amount by which the applicable redemption price set forth in the Trustee table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Company and the Guarantors to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. IN THE INDENTURE, THE COMPANY WILL, AND TO THE EXTENT APPLICABLE, THE GUARANTORS IN ANY APPLICABLE SUPPLEMENTAL INDENTURE WILL, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and under if applicable, the Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this Section transaction for such agreement to pay the Redemption Price Premium; and (D) the Company shall be estopped from claiming differently than as agreed to in this paragraph. The Company and if applicable, the Guarantors expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such Successor Servicer holder delivered to the Company and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be appointed under Section 18.03provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without limitationthe participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default under clause (7) as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be hereby authorized and empowered entitled to execute and deliverconclusively rely on any Noteholder Direction delivered to it in accordance with the Indenture, on behalf shall have no duty to inquire as to or investigate the accuracy of the predecessor Servicerany Position Representation, as attorney-in-fact enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwiseotherwise make calculations, any and all documents and other instrumentsinvestigations or determinations with respect to Derivative Instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationNet Shorts, whether to complete the transfer and endorsement of the Receivables and related documentsLong Derivative Instruments, Short Derivative Instruments or otherwise. The predecessor Servicer Trustee shall cooperate with have no liability to the Successor Servicer Company, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of a majority in principal amount of the outstanding notes by written notice to the Company and to the Trustee in effecting the termination may waive all past defaults and rescind and annul a declaration of the responsibilities acceleration and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.its consequences if:

Consequences of an Event of Default. If an Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Indenture Trustee or at the Holders of Certificates evidencing not less than 51% direction of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single classMajority Securityholders, by notice then given in writing to the Master Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Master Servicer under the this Agreement. On or after the receipt by the Master Servicer of such written notice, and the appointment of and acceptance by a successor Master Servicer, all authority authority, power, obligations and power responsibilities of the Master Servicer under the this Agreement, whether with respect to the Certificates, Securities or the Receivables Trust or otherwise, shallshall pass to, without further action, pass to and be vested in and become obligations and responsibilities of the Trustee pursuant successor Master Servicer; provided, however, that the successor Master Servicer shall have no liability with respect to and under this Section any obligation which was required to be performed by the prior Master Servicer prior to the date that the successor Master Servicer becomes the Master Servicer or such Successor any claim of a third party based on any alleged action or inaction of the prior Master Servicer. The successor Master Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby is authorized and empowered by this Agreement to execute and deliver, on behalf of the predecessor prior Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor prior Master Servicer shall agrees to cooperate with the Successor successor Master Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor prior Master Servicer under the this Agreement, including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor prior Master Servicer for deposit, or have been deposited by the predecessor prior Master Servicer, in the Accounts or the Reserve Fund Collection Account or thereafter received with respect to the Receivables Home Loans and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files delivery to the Successor successor Master Servicer of all Home Loan Files in the Master Servicer's possession and amending a computer tape in readable form containing the Agreement Servicing Record and any other information necessary to reflect such succession as enable the successor Master Servicer to service the Home Loans. In addition to any other amounts that are then payable to the terminated Master Servicer under this Agreement, the terminated Master Servicer shall then be entitled to receive (to the extent provided by Section 4.09) out of the Collected Amount, reimbursements for any outstanding Interest Advances made during the period prior to the notice pursuant to this Section shall be paid 8.02 which terminates the obligation and rights of the terminated Master Servicer under this Agreement. The Indenture Trustee and the successor Master Servicer may set off and deduct any amounts owed by the predecessor terminated Master Servicer (or, if from any amounts payable to the predecessor terminated Master Servicer. The terminated Master Servicer is shall grant the initial Indenture Trustee, and the initial successor Master Servicer reasonable access to the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses's premises at the terminated Master Servicer's expense.

Consequences of an Event of Default. If Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to make Advances hereunder or issue Letters of Credit, as the case may be; (b) if an Event of Default specified in clause (c) or (d) above shall occur occur, the unpaid principal balance of the Notes then outstanding and all interest accrued thereon together with any additional amounts payable hereunder and thereunder shall be continuing, so long as such immediately due and payable without demand or notice of any kind; (c) if any other Event of Default has not been cured or waivedshall occur, either the Trustee or the Holders of Certificates evidencing not less than 51% unpaid principal balance of the Voting Interests Notes then outstanding and all interest accrued thereon together with any additional amounts payable hereunder and thereunder, at the option of the Class A Certificates Bank and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) the Bank may require the Borrower to, and the Class B CertificatesBorrower shall thereupon, voting together deposit in a non-interest-bearing account (the "Cash Collateral Account") with the Bank, as a single classcash collateral for its obligations under the Loan Documents, by notice then given in writing an amount equal to the Servicer (aggregate maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Trustee if given by CertificateholdersBank, and grants to the Bank a security interest in, all such cash collateral as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Bank, the Bank shall return such cash collateral to the Borrower; (e) at the option of the Bank, the Notes will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (f) the Bank may terminate all exercise from time to time any of the rights and obligations of remedies available to the Servicer Bank under the Agreement. On Loan Documents or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expensesapplicable law.

Consequences of an Event of Default. If The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of an Event of Default shall occur and be continuingDefault: (i) Notwithstanding anything contrary contained in the Financing Documents, so long as such upon happening of any Event of Defaults, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest and Default has not been cured Interest which may be payable by the Borrower under or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% in terms of the Voting Interests Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such declaration the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective Due Dates and shall be compounded on monthly basis; (ii) Lender shall be entitled to communicate, in any manner it may deem fit, to or with any Person or Persons with a view to receiving assistance of such Person or Persons in recovering the defaulted amounts including but not limited to visiting the office /residence of the Class A Certificates and Borrower and/or any place of work of the Class B Certificates, voting together Borrower; (iii) Lender shall have the right to modify the Repayment Schedule in the manner as a single class, by notice then given in writing it deems fit; (iv) In addition to the Servicer (and to the Trustee if given by Certificateholders) may terminate all rights specified in this terms of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether Lender or its representatives including Assignees shall be entitled to take all or any action with respect or without intervention of the courts to recover all the dues payable by the Borrower under the Agreement without limited to initiate criminal proceeding or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Certificates, Lender; (v) Lender shall have a right to appoint nominee director(s) on the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf board of the predecessor ServicerBorrower, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.applicable;

Consequences of an Event of Default. Upon occurrence of an Event of Default, the Lender may, at its option, (a) without further notice or demand, declare the outstanding principal balance of and accrued but unpaid interest on this Note at once due and payable, (b) pursue any and all other rights, remedies and recourses available to the Lender, or (c) pursue any combination of the foregoing. The failure to exercise the option to accelerate the maturity of this Note or any other right, remedy or recourse available to the Lender hereof upon the occurrence of an Event of Default hereunder shall not constitute a waiver of the right of the Lender of this Note to exercise the same at that time or at any subsequent time with respect to such Event of Default or any other Event of Default. All undertakings of the Borrowers contained in the Loan Documents shall survive any termination, and the Lender shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents and the Orders until full payment of the Obligations. The rights, remedies and recourses of the Lender shall be cumulative and concurrent and may be pursued separately, successively or together as often as occasion therefor shall arise, at the sole discretion of the Lender. The acceptance by the Lender of any payment under this Note which is less than the payment in full of all amounts due and payable at the time of such payment shall not (i) constitute a waiver of or impair, reduce, release or extinguish any right, remedy or recourse of the Lender hereof, or nullify any prior exercise of any such right, remedy or recourse, or (ii) impair, reduce, release or extinguish the obligations of Borrowers as provided herein. If an Event of Default shall occur and be continuingoccur, so long in order to pursue such remedies as such Event of Default has not been cured or waivedthe Lender deems advisable, either the Trustee or Lender may seek from the Holders of Certificates evidencing not less than 51% of Bankruptcy Court relief from the Voting Interests of the Class A Certificates automatic stay and the Class B CertificatesBorrowers consent to, voting together as a single class, by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificateswill not contest, the Receivables or otherwise, shall, without further action, pass to and be vested in Lender’s request for relief from the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, automatic stay on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expensesan expedited basis.

Consequences of an Event of Default. If 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall occur and be continuinghave right but no obligation to communicate, so long as in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such Event of Default has person(s) in recovering the defaulted amounts including but not been cured or waived, either limited to visiting the Trustee or the Holders of Certificates evidencing not less than 51% office /residence of the Voting Interests Borrower and/or any place of work of the Class A Certificates and Borrower; (iii) The Lender shall have the Class B Certificates, voting together right to modify the Repayment Schedule as a single class, by notice then given mentioned in writing the Sanction Letter in the manner as it deems fit; (iv) In addition to the Servicer (rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On Lender or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect ECS mandate/PDC has bounced on its presentation to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.Specified Account;

Consequences of an Event of Default. If The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of an Event of Default shall occur and be continuingDefault: (i) Notwithstanding anything contrary contained in the Financing Documents, so long as such upon happening of any Event of Defaults, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest and Default has not been cured Interest which may be payable by the Borrower under or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% in terms of the Voting Interests Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such declaration the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective Due Dates and shall be compounded on monthly basis; (ii) Lender shall be entitled to communicate, in any manner it may deem fit, to or with any Person or Persons with a view to receiving assistance of such Person or Persons in recovering the defaulted amounts including but not limited to visiting the office /residence of the Class A Certificates and Borrower and/or any place of work of the Class B Certificates, voting together Borrower; (iii) Lender shall have the right to modify the Repayment Schedule in the manner as a single class, by notice then given in writing it deems fit; (iv) In addition to the Servicer (and to the Trustee if given by Certificateholders) may terminate all rights specified in this terms of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether Lender or its representatives including Assignees shall be entitled to take all or any action with respect or without intervention of the courts to recover all the dues payable by the Borrower under the Agreement without limited to initiate criminal proceeding or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Certificates, the Receivables or otherwise, shall, without further action, pass Lender; (v) The Lender shall have a right to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer exercise its right available under the AgreementApplicable Laws including but not limited to IBC, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expensesDRT.

Consequences of an Event of Default. If an Event of Default shall occur Default, other than a bankruptcy default with respect to any Issuer, occurs and be continuingis continuing under the indenture, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders holders of Certificates evidencing not less than 51at least 25% in aggregate principal amount of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single classnotes then outstanding, by written notice then given in writing to the Servicer Main Issuer (and to the Trustee if the notice is given by Certificateholders) the holders), may terminate all declare the principal of and accrued interest on the rights notes to be immediately due and obligations payable. Upon a declaration of the Servicer under the Agreementacceleration, such principal and accrued interest will become immediately due and payable. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether If a bankruptcy default occurs with respect to the CertificatesMain Issuer, Co-Issuer or any other Subsidiary that is a Significant Subsidiary, the Receivables principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or otherwiseother act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, shallit is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without further actionlimitation, pass to an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and be vested (ii) the amount by which the applicable redemption price set forth in the Trustee table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes, including for purposes of a Wilpinjong Mandatory Offer, and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Issuers and the Wilpinjong Credit Parties to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. IN THE INDENTURE, THE ISSUERS, AND TO THE EXTENT APPLICABLE, THE WILPINJONG CREDIT PARTIES IN ANY APPLICABLE SUPPLEMENTAL INDENTURE, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers and under if applicable, the Wilpinjong Credit Parties will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this Section transaction for such agreement to pay the Redemption Price Premium; and (D) the Issuers shall be estopped from claiming differently than as agreed to in this paragraph. The Issuers and if applicable, the Wilpinjong Credit Parties expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such Successor Servicer holder delivered to the Main Issuer and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Main Issuer with such other information as the Main Issuer may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be appointed under Section 18.03provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Main Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, 173 in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Main Issuer has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without limitationthe participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default under clause (7) as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be hereby authorized and empowered entitled to execute and deliverconclusively rely on any Noteholder Direction delivered to it in accordance with the Indenture, on behalf shall have no duty to inquire as to or investigate the accuracy of the predecessor Servicerany Position Representation, as attorney-in-fact enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwiseotherwise make calculations, any and all documents and other instrumentsinvestigations or determinations with respect to Derivative Instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationNet Shorts, whether to complete the transfer and endorsement of the Receivables and related documentsLong Derivative Instruments, Short Derivative Instruments or otherwise. The predecessor Servicer Trustee shall cooperate with have no liability to the Successor Servicer Main Issuer, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of a majority in principal amount of the outstanding notes by written notice to the Main Issuer and to the Trustee in effecting the termination may waive all past defaults and rescind and annul a declaration of the responsibilities acceleration and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.its consequences if:

Consequences of an Event of Default. If an Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Event of Default, the Trustee shall give notice thereof to the Rating Agencies.

Consequences of an Event of Default. If an Event of Default shall occur Default, other than a bankruptcy default with respect to any Issuer, occurs and be continuingis continuing under the indenture, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders holders of Certificates evidencing not less than 51at least 25% in aggregate principal amount of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single classnotes then outstanding, by written notice then given in writing to the Servicer Main Issuer (and to the Trustee if the notice is given by Certificateholders) the holders), may terminate all declare the principal of and accrued interest on the rights notes to be immediately due and obligations payable. Upon a declaration of the Servicer under the Agreementacceleration, such principal and accrued interest will become immediately due and payable. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether If a bankruptcy default occurs with respect to the CertificatesMain Issuer, Co-Issuer or any other Subsidiary that is a Significant Subsidiary, the Receivables principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes, including for purposes of a Wilpinjong Mandatory Offer, and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Issuers and the Wilpinjong Credit Parties to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. IN THE INDENTURE, shallTHE ISSUERS, without further actionAND TO THE EXTENT APPLICABLE, pass THE WILPINJONG CREDIT PARTIES IN ANY APPLICABLE SUPPLEMENTAL INDENTURE, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers and if applicable, the Wilpinjong Credit Parties will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be vested payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Issuers shall be estopped from claiming differently than as agreed to in this paragraph. The Issuers and if applicable, the Wilpinjong Credit Parties expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Notwithstanding anything in the Trustee preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Redemption Price Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Main Issuer and under this Section the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such Successor Servicer holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Main Issuer with such other information as the Main Issuer may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be appointed under Section 18.03provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Main Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, 173 in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Main Issuer has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without limitationthe participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default under clause (7) as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be hereby authorized and empowered entitled to execute and deliverconclusively rely on any Noteholder Direction delivered to it in accordance with the Indenture, on behalf shall have no duty to inquire as to or investigate the accuracy of the predecessor Servicerany Position Representation, as attorney-in-fact enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwiseotherwise make calculations, any and all documents and other instrumentsinvestigations or determinations with respect to Derivative Instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationNet Shorts, whether to complete the transfer and endorsement of the Receivables and related documentsLong Derivative Instruments, Short Derivative Instruments or otherwise. The predecessor Servicer Trustee shall cooperate with have no liability to the Successor Servicer Main Issuer, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of a majority in principal amount of the outstanding notes by written notice to the Main Issuer and to the Trustee in effecting the termination may waive all past defaults and rescind and annul a declaration of the responsibilities acceleration and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.its consequences if:

Consequences of an Event of Default. If an Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests voting interests of the Class A Certificates, the Class B Certificates and the Class B C Certificates, voting together as a single classclass (but excluding for purposes of such calculation and action all Certificates held by the Seller, the Servicer or any of their affiliates), by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) ), may terminate all of the rights and obligations of the Servicer under the this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the this Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.038.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Trustee, the original Servicer hereunder shall reimburse the Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Consequences of an Event of Default. If an Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests voting interests of the Class A Certificates and the Class B Certificates, voting together as a single classclass (but excluding for purposes of such calculation and action all Certificates held by the Seller, the Servicer or any of their affiliates), by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) ), may terminate all of the rights and obligations of the Servicer under the this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the this Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.038.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Trustee, the original Servicer hereunder shall reimburse the Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Consequences of an Event of Default. If an Event of Default shall occur Default, other than a bankruptcy default with respect to any Issuer, occurs and be continuingis continuing under the indenture, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders holders of Certificates evidencing not less than 51at least 25% in aggregate principal amount of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single classnotes then outstanding, by written notice then given in writing to the Servicer Main Issuer (and to the Trustee if the notice is given by Certificateholders) the holders), may terminate all declare the principal of and accrued interest on the rights notes to be immediately due and obligations payable. Upon a declaration of the Servicer under the Agreementacceleration, such principal and accrued interest will become immediately due and payable. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether If a bankruptcy default occurs with respect to the CertificatesMain Issuer, Co-Issuer or any other Subsidiary that is a Significant Subsidiary, the Receivables principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes, and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Issuers and the Wilpinjong Credit Parties to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. IN THE INDENTURE, shallTHE ISSUERS, without further actionAND TO THE EXTENT APPLICABLE, pass THE WILPINJONG CREDIT PARTIES IN ANY APPLICABLE SUPPLEMENTAL INDENTURE, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers and if applicable, the Wilpinjong Credit Parties will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be vested payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Issuers shall be estopped from claiming differently than as agreed to in this paragraph. The Issuers and if applicable, the Wilpinjong Credit Parties expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Notwithstanding anything in the Trustee preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Redemption Price Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Main Issuer and under this Section the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such Successor Servicer holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Main Issuer with such other information as the Main Issuer may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be appointed under Section 18.03provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Main Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, 173 in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Main Issuer has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without limitationthe participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default under clause (7) as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be hereby authorized and empowered entitled to execute and deliverconclusively rely on any Noteholder Direction delivered to it in accordance with the Indenture, on behalf shall have no duty to inquire as to or investigate the accuracy of the predecessor Servicerany Position Representation, as attorney-in-fact enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwiseotherwise make calculations, any and all documents and other instrumentsinvestigations or determinations with respect to Derivative Instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationNet Shorts, whether to complete the transfer and endorsement of the Receivables and related documentsLong Derivative Instruments, Short Derivative Instruments or otherwise. The predecessor Servicer Trustee shall cooperate with have no liability to the Successor Servicer Main Issuer, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of a majority in principal amount of the outstanding notes by written notice to the Main Issuer and to the Trustee in effecting the termination may waive all past defaults and rescind and annul a declaration of the responsibilities acceleration and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.its consequences if: