Common use of Servicer Defaults Clause in Contracts

Servicer Defaults. The occurrence of any one or more of the following events shall constitute a Servicer Default: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by any Agent to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made by the Seller, the Servicer or an Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made. (i) The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (ii) the Seller or any Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.

Servicer Defaults. The occurrence of any one anyone or more of the following events shall constitute a Servicer Default: (a) The Servicer or the Seller shall fail (i) to instruct the Bank and Owner to make when due any payment payment, transfer or deposit required hereunder, on or before the date occurring three (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall remain unremedied for five (53) Business Days following after the earlier date such instruction is required to occur of (A) written notice thereof be made by any Agent to the Servicer under this Agreement or shall fail duly to observe any covenant of the Seller, as applicable, Servicer set forth in Section 3.2 or (B) the Servicer’s or the Seller’s actual knowledge of such failureSection 4.2. (b) Any representation, warranty, certification The Servicer shall fail duly to observe or statement made by the Seller, perform any other covenant or agreement of the Servicer or an Originator set forth in this Agreement, Agreement or in any other Transaction Document and such failure shall continue unremedied for fifteen (15) days after the earlier of the date on which the Servicer receives notice of such failure and the date on which the Servicer becomes aware of such failure, or should have become aware pursuant to usual and customary policies and procedures normally applied by Servicer in accordance with Section 4.2(a). (c) Any representation, warranty or certification made by the Servicer in this Agreement or in any other document delivered pursuant hereto Transaction Document shall prove to have been incorrect in any material respect when made or deemed mademade and such representation, warranty or certification shall continue to be incorrect in any material respect for fifteen (15) days after the earlier of the date on which the Servicer receives notice of such incorrectness and the date on which the Servicer becomes aware of such incorrectness, or should have become aware pursuant to usual and customary policies and procedures normally applied by· Servicer in accordance with Section 4.2(a). (id) The Seller Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of ninety (90) days, or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or shall reorganization statute, make a general an assignment for the benefit of creditors; its creditors or any proceeding shall be instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part voluntarily suspend payment of its property, or (ii) the Seller or any Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%obligations. (e) Any Originator (iThe Annual Attrition Rate equals or exceeds 15.0% or the Quarterly Attrition Rate equals or exceeds 17.0%, except as disclosed on Schedule 5.1(e) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreementhereto. (f) The aggregate Receivable Interests hereunder There occurs and is continuing a material Event of Default under that certain Credit Agreement by and between Owner and FCC, LLC (“FCC”) as agent and the lenders thereto (as the same may be amended, modified or restated, the “Senior Credit Agreement”) under Section 8.1.1, 8.1.12, 8.1.13 or 8.1.3 (but with respect to Section 8.1.3, only with respect to an Event of Default thereunder caused by a breach of Section 7.2.16 or 7.2.20) of the Senior Credit Agreement or such Event of Default under the Senior Credit Agreement which materially adversely effects the Alarm Accounts as collateral or the ability of Owner to service the Senior Funded Debt (as currently defined in the Senior Credit Agreement) in both cases, as reasonably determined by FCC as agent, beyond the date notice thereof is delivered to CastleRock by FCC or Owner, plus application of any cure period. Owner shall at promptly provide CastleRock with a copy of any time exceed 100%notice of default under the Senior Credit Agreement which it receives; provided however this Section 5.1(f) shall apply only to such Events of Default which arise under the terms of the Senior Credit Agreement as executed by the parties as of May 25, 2007, a true and correct copy of which has been provided to CastleRock by Owner. (g) A Change of Control shall occur.

Servicer Defaults. The occurrence of If any one or more of the following events shall constitute (a “Servicer Default”) shall occur: (a) The any failure by the Servicer to make any payment, transfer or deposit into the Seller shall fail Collection Account (including, without limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to make when due which the Servicer is a party (including, without limitation, any payment or deposit required hereunder, material delegation of the Servicer’s duties that is not permitted by Section 6.1) or (ii) to perform or observe comply in any term, covenant or agreement hereunder material respect with the Credit Policy and the Servicing Standard regarding the servicing of the Collateral and in each case the same continues unremedied for a period of 30 days (other than as referred to in clause (i) of this paragraph (a)) and if such failure shall remain unremedied for five (5can be remedied) Business Days following after the earlier to occur of (Ai) the date on which written notice thereof by any Agent of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Purchaser Agent and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or the Selleroccurrence of any event or condition that has resulted in the acceleration of such amount of recourse debt whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) [Reserved]; (f) the Servicer consents to or otherwise permits to occur, without the prior written consent of the Administrative Agent and each Purchaser Agent, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.15(f)) of or to the Credit Policy and the Servicer fails to receive the written consent of the Administrative Agent within ten Business Days after notice of such amendment has been delivered to the Administrative Agent (which notice shall be delivered by the Servicer within seven Business Days after the effectiveness of such amendment); provided, however, that no such written consent shall be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (g) Ares Capital Corporation or an Affiliate thereof shall cease to be the Servicer; (h) as of any Determination Date, the Portfolio Charged-Off Ratio is greater than 3.0%; (i) [Reserved]; (j) Ares Capital Corporation fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as applicableincreased by 80% of the proceeds of any equity offerings of Ares Capital Corporation consummated after the Closing Date; (k) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) relating to all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, R. ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or other individuals acceptable to the Administrative Agent), or (B) any failure by all of the aforementioned Persons to provide active and material participation in the Servicer’s or daily activities including, but not limited to, general management, underwriting, and the Seller’s actual knowledge credit approval process and credit monitoring activities, and a reputable, experienced individual reasonably satisfactory to the Administrative Agent has not been appointed within 30 days of such failure.event; provided, however, that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day-to-day management or failure to provide active and material participation in the Servicer’s daily activities. The Administrative Agent deems each of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ to be an acceptable, experienced appointee for purposes of satisfying this provision; (bl) Any any failure by the Servicer to deliver (i) any required Servicing Report on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be or (ii) any other Required Reports hereunder on or before the date occurring five Business Days after the date such report is required to be made or given, as the case may be, in each case under the terms of this Agreement; (m) any representation, warranty, warranty or certification or statement made by the Seller, the Servicer or an Originator in this Agreement, any other Transaction Document or in any other document certificate delivered pursuant hereto to any Transaction Document shall prove to have been incorrect in when made, which has a Material Adverse Effect on the Administrative Agent, any material respect when made Purchaser Agent or deemed made. the Secured Parties and which continues to be unremedied for a period of 30 days after the earlier to occur of (i) The Seller or the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for by the benefit of creditors; Administrative Agent or any proceeding shall be instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or Purchaser Agent and (ii) the Seller or any Servicer shall take any corporate action to authorize any date on which a Responsible Officer of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%Servicer acquires knowledge thereof; (iin) [Reserved]; (o) any financial or other information reasonably requested by the Administrative Agent, any Purchaser Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (p) the average rendering against the Servicer of one or more final judgments, decrees or orders for the Dilution Ratios payment of money in excess of United States $7,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for each any period of the three more than 60 consecutive Calculation Periods then most recently ended shall exceed 8.25%days without a stay of execution; or (iiiq) any change in the average control of the Default Ratios for each Servicer that takes the form of either a merger or consolidation that does not comply with the provisions of Section 5.5(b); then, notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Servicer (with a copy to the Trustee and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have rights and obligations of the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, Servicer as purchaser Servicer under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale this Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.

Servicer Defaults. The occurrence For purposes of any one or more this Agreement, each of the following events shall constitute a "Servicer Default": (a) The any failure by the Servicer to deposit any required distribution, payment, transfer or deposit into any COLT 2007-SN1 Account (including, with respect to GMAC as Servicer, to obtain and deposit Pull Ahead Payments under Section 2.02(b), and, with respect to any successor Servicer, to deposit such amounts, if obtained, pursuant to Section 2.02(b)) or to direct the Seller shall fail (i) COLT Indenture Trustee to make when due any payment or deposit required hereunderdistributions from any COLT 2007-SN1 Account, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such which failure shall remain continues unremedied for a period of five (5) Business Days following the earlier to occur of after (Ax) written notice thereof is received by the Servicer or (y) discovery of such failure by an officer of the Servicer; (b) any Agent failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or in any other COLT 2007-SN1 Basic Document, which failure (i) materially and adversely affects the rights of the COLT 2007-SN1 Secured Noteholder, and (ii) continues unremedied for a period of 90 days after (x) the date on which written notice of such failure shall have been given to the Servicer or (y) discovery of such failure by an officer of the SellerServicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, as applicablereceiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (Bd) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made consent by the SellerServicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or an Originator in this Agreement, any other Transaction Document of or in any other document delivered pursuant hereto shall prove relating to have been incorrect in any material respect when made or deemed made. (i) The Seller substantially all of its property; or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or shall reorganization statute, make a general an assignment for the benefit of creditors; its creditors or any proceeding voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be instituted no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of ten Business Days or under clause (b) for a period of 60 days if the delay or failure giving rise to the default was caused by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition an act of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee God or other similar official for it occurrence. Upon the occurrence of any of those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the COLT Sale and Contribution Agreement and the Servicer shall provide the COLT Indenture Trustee, the COLT Owner Trustee, COLT, LLC and the CARAT Indenture Trustee, as holder of the COLT 2007-SN1 Secured Notes, prompt notice of that failure or any substantial part delay by it, together with a description of its property, or (ii) the Seller or any Servicer shall take any corporate action efforts to authorize any of the actions set forth in clause (i) above in this subsection (c)so perform its obligations. (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.

Servicer Defaults. The occurrence of any one or more of the following events shall constitute a Servicer Default: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by any Agent to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made by the Seller, the Servicer or an the Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made. (i) The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or or (ii) the Seller or any Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Periodcalendar month: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods calendar months then most recently ended shall exceed 2.502.75%; (ii) the average of the Dilution Ratios Ratio for each of the three consecutive Calculation Periods then most recently ended any calendar month shall exceed 8.253.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods calendar months then most recently ended shall exceed 2.50%. (e) Any The Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “"Event of Default” " or “"Potential Event of Default” " shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.

Servicer Defaults. The occurrence For purposes of any one or more this Agreement, each of the following events shall constitute a "Servicer Default": (a) The any failure by the Servicer to deposit any required payment into any COLT 200_-__ Account (including to obtain and deposit Pull Ahead Payments under Section 2.02(b)) or to direct the Seller shall fail (i) COLT Indenture Trustee to make when due any payment or deposit required hereunderdistributions from any COLT 200_-__ Account, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such which failure shall remain continues unremedied for a period of five (5) Business Days following the earlier to occur of after (Ax) written notice thereof is received by the Servicer or (y) discovery of such failure by an officer of the Servicer; (b) any Agent failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or in any other COLT 200_-__ Basic Document, which failure (i) materially and adversely affects the rights of the COLT 200_-__ Secured Noteholder, and (ii) continues unremedied for a period of 90 days after (x) the date on which written notice of such failure shall have been given to the Servicer or (y) discovery of such failure by an officer of the SellerServicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, as applicablereceiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (Bd) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made consent by the SellerServicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or an Originator in this Agreement, any other Transaction Document of or in any other document delivered pursuant hereto shall prove relating to have been incorrect in any material respect when made or deemed made. (i) The Seller substantially all of its property; or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or shall reorganization statute, make a general an assignment for the benefit of creditors; its creditors or any proceeding shall voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there will be instituted no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of ten Business Days or under clause (b) for a period of 60 days if the delay or failure giving rise to the default was caused by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition an act of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee God or other similar official for it occurrence. Upon the occurrence of any of those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the COLT Servicing Agreement and the COLT Sale and Contribution Agreement and the Servicer shall provide the COLT Indenture Trustee, the COLT Owner Trustee, COLT, LLC and the CARAT Indenture Trustee, as holder of the Secured Notes, prompt notice of that failure or any substantial part delay by it, together with a description of its property, or (ii) the Seller or any Servicer shall take any corporate action efforts to authorize any of the actions set forth in clause (i) above in this subsection (c)so perform its obligations. (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.

Servicer Defaults. The occurrence of any one or more of the following events shall constitute a Servicer Default: (a) The Any Designated Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunderhereunder when due and such failure shall remain unremedied for one Business Day, or (ii) to perform or observe in any material respect any term, covenant or agreement hereunder relating to the Receivables, the Related Security, the Hohe Discount or the Collections or (iii) to perform or observe in any material respect any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this paragraph (a)) and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by any Agent to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of such failureDays. (b) Any representation, warranty, certification or statement made by the Seller, the any Designated Servicer or an either Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made. (i) The Seller Seller, any Designated Servicer or the Servicer either Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against the Seller Seller, any Designated Servicer (other than ▇▇▇▇▇▇▇▇) or the Servicer Hohe seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; or (iii) any proceeding shall be instituted by or against ▇▇▇▇▇▇▇▇ seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property unless (iiA) such proceeding is instituted against ▇▇▇▇▇▇▇▇ and is being contested by ▇▇▇▇▇▇▇▇ in good faith and by appropriate proceedings, (B) within two Michigan business days of the institution of such proceeding ▇▇▇▇▇▇▇▇ shall have obtained a court order (which may include an interim order) satisfactory to the Administrative Agent and the Required Investors authorizing the continued transfer of "Receivables", "Related Assets" and "Collections" under the ▇▇▇▇▇▇▇▇ Transfer Agreement and Receivable Interests hereunder in the manner (and with the effect) contemplated herein following commencement of such proceeding and granting protection to the Seller and the Purchasers against subsequent avoidance or subordination of such transfers by the trustee or any other Person in connection with such proceeding and (C) such proceeding shall be dismissed within 30 days of the institution thereof; or (iv) the Seller Seller, any Designated Servicer or any Servicer either Originator shall take any corporate action to authorize any of the actions set forth in clause (i) or (iii) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.

Servicer Defaults. Section 6.1 The occurrence of any one or more of the following events shall constitute a Servicer Default: (a) The Servicer or the Seller shall fail (i) to make when due or remit any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and any such failure under clause (i) or clause (ii) shall remain unremedied for five ten (510) Business Days following the earlier to occur days after receipt of (A) written notice thereof by any from Agent to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of Purchaser specifying such failure. (b) Any material representation, warranty, certification or statement made by the Seller, Seller or the Servicer or an Originator in this Agreement, any other Transaction Document Agreement or in any other document delivered pursuant hereto shall prove to have been incorrect incorrect, in any material respect when made or deemed made. (c) Failure of the Servicer or TLC or any of its Consolidated Subsidiaries to pay any (i) The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller Servicer or the Servicer any of its Affiliates seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, property or (ii) the Seller or any Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (cd). (d) As at the end of ; provided, however, that a Servicer Default shall only be deemed to have occurred with respect to any Calculation Period: (i) the average of the Delinquency Ratios for each above-described proceedings which are initiated involuntarily against Servicer if such proceeding is not dismissed within sixty (60) days of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%date when initiated. (e) Any Originator (i) shall fail The Seller's, TLC or TLC Multimedia's receipt of written notice of any Indebtedness due to perform any party other than Fleet that any Indebtedness of more than $5,000,000 due to such party has been accelerated on account of a failure to pay such Indebtedness when due or observe any term, covenant or agreement contained in occurrence of any other Transaction Documentdefault thereunder continuing beyond any applicable grace period; provided, or (ii) however, a Servicer Default shall for any reason cease to transfer, or cease not be deemed to have occurred if the legal capacity or otherwise be incapable Indebtedness so accelerated is the subject of transferring, Receivables a bona fide dispute and diligent efforts are being made to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreementresolve such dispute. (f) The aggregate Receivable Interests hereunder Purchaser shall at any time exceed 100%declare the Facility Termination Date to have occurred following the occurrence of a Termination Event pursuant to Section 6.2(a), (b), (c), (d), (e) or (f) hereof. (g) A Change There shall occur any material adverse change in the financial condition or operations of Control Servicer from and after the date hereof or there shall occur.have occurred any event which materially and adversely affects Servicer's ability to perform its servicing obligations hereof. Then, so long as such Servicer Default shall continue and not have been remedied, the Agent, by notice thereof given in writing to Servicer, may terminate all of the rights and obligations of Servicer as "Servicer" hereunder. Upon receipt by Servicer of such notice of termination, all authority and power of Servicer under this Agreement shall immediately cease and Agent shall be authorized and empowered to arrange for appointment of a successor Servicer ("Successor Servicer"), after consulting with Purchaser. Such successor Servicer shall be paid a reasonable Servicer Fee out of the Collections consistent with market rates charged by third party servicers of such assets at such time, the payment of which fees shall have priority over any payments due to Seller hereunder. The Servicer agrees that upon the occurrence of a Servicer Default, at its own expense, it shall promptly transfer all of the Records relating to Receivables to Agent or the

Servicer Defaults. The occurrence For purposes of any one or more this Agreement, each of the following events shall constitute a "Servicer Default": (a) The any failure by the Servicer to deposit any required distribution, payment, transfer or deposit into any COLT 200_-_ Account (including, with respect to GMAC as Servicer, to obtain and deposit Pull Ahead Payments under Section 2.02(b), and, with respect to any successor Servicer, to deposit such amounts, if obtained, pursuant to Section 2.02(b)) or to direct the Seller shall fail (i) COLT Indenture Trustee to make when due any payment or deposit required hereunderdistributions from any COLT 200_-_ Account, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such which failure shall remain continues unremedied for a period of five (5) Business Days following the earlier to occur of after (Ax) written notice thereof is received by the Servicer or (y) discovery of such failure by an officer of the Servicer; (b) any Agent failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or in any other COLT 200_-_ Basic Document, which failure (i) materially and adversely affects the rights of the COLT 200_-_ Secured Noteholder, and (ii) continues unremedied for a period of 90 days after (x) the date on which written notice of such failure shall have been given to the Servicer or (y) discovery of such failure by an officer of the SellerServicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, as applicablereceiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (Bd) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made consent by the SellerServicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or an Originator in this Agreement, any other Transaction Document of or in any other document delivered pursuant hereto shall prove relating to have been incorrect in any material respect when made or deemed made. (i) The Seller substantially all of its property; or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or shall reorganization statute, make a general an assignment for the benefit of creditors; its creditors or any proceeding voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be instituted no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of ten Business Days or under clause (b) for a period of 60 days if the delay or failure giving rise to the default was caused by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition an act of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee God or other similar official for it occurrence. Upon the occurrence of any of those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the COLT Sale and Contribution Agreement and the Servicer shall provide the COLT Indenture Trustee, the COLT Owner Trustee, COLT, LLC and the CARAT Indenture Trustee, as holder of the COLT 200_-_ Secured Notes, prompt notice of that failure or any substantial part delay by it, together with a description of its property, or (ii) the Seller or any Servicer shall take any corporate action efforts to authorize any of the actions set forth in clause (i) above in this subsection (c)so perform its obligations. (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.

Servicer Defaults. The occurrence of If any one or more of the following events shall constitute (a “Servicer Default”) shall occur: (a) The any failure by the Servicer to make any payment, transfer or deposit into the Seller shall fail Collection Account (including, without limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to make when due which the Servicer is a party (including, without limitation, any payment or deposit required hereunder, material delegation of the Servicer’s duties that is not permitted by Section 6.1) or (ii) to perform or observe comply in any term, covenant or agreement hereunder material respect with the Credit Policy and the Servicing Standard regarding the servicing of the Collateral and in each case the same continues unremedied for a period of 30 days (other than as referred to in clause (i) of this paragraph (a)) and if such failure shall remain unremedied for five (5can be remedied) Business Days following after the earlier to occur of (Ai) the date on which written notice thereof by any Agent of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Purchaser Agent and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or the Seller, as applicable, occurrence of any event or condition that has resulted in the acceleration of such amount of recourse debt whether or not waived; (Bd) an Insolvency Event shall occur with respect to the Servicer; (e) [Reserved]; (f) the Servicer’s Servicer consents to or otherwise permits to occur, without the Seller’s actual knowledge prior written consent of the Administrative Agent and each Purchaser Agent, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.15(f)) of or to the Credit Policy and the Servicer fails to receive the written consent of the Administrative Agent within ten Business Days after notice of such failure.amendment has been delivered to the Administrative Agent (which notice shall be delivered by the Servicer within seven Business Days after the effectiveness of such amendment); provided, however, that no such written consent shall be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (bg) Any representation, warranty, certification or statement made by the Seller, the Servicer Ares Capital Corporation or an Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto Affiliate thereof shall prove cease to have been incorrect in any material respect when made or deemed made.be the Servicer; (h) [Reserved]; (i) The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (ii) the Seller or any Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.time, Ares Capital Corporation fails to maintain the Asset Coverage Ratio at greater than or equal to 2:1;

Servicer Defaults. The occurrence of any one or more of the following events shall constitute a Servicer Default: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by any Agent or the LC Issuer to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made by the Seller, the Servicer or an Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made. (i) The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (ii) the Seller or any Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.259.50%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.502.25%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Effective Receivable Interests Interest hereunder shall at any time exceed 100%. (g) A Change of Control shall occur. (h) A “Default” or an “Event of Default” under and as defined in that certain Amended and Restated Credit Agreement dated as of May 19, 2005 among Yellow Roadway Corporation, certain of its Canadian and United Kingdom Affiliates, the lenders party thereto, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Branch, as Canadian Agent, ▇.▇. ▇▇▇▇▇▇ Europe Limited, as “UK Agent,” and JPMorgan Chase Bank, N.A., as “Administrative Agent” thereunder, as amended, modified or replaced from time to time (the “Yellow Roadway Credit Agreement”), shall occur and be continuing; provided, however, that any Servicer Default arising under this Section 7.1(h) shall be deemed automatically waived if and to the extent that any “Default” or “Event of Default” under the Yellow Roadway Credit Agreement is waived in accordance with the terms thereof. (i) Any Level II Trigger Event shall occur.

Servicer Defaults. The occurrence of any one or more of the following events shall constitute a Servicer Default: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by any Agent or the LC Issuer to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made by the Seller, the Servicer Servicer, the Performance Guarantor or an Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made. (i) The Seller Seller, the Servicer or the Servicer Performance Guarantor shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller Seller, the Servicer or the Servicer Performance Guarantor seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (ii) the Seller Seller, the Servicer or any Servicer the Performance Guarantor shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%;; THIRD AMENDED AND RESTATED RPA (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.259.50%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.502.25%. (e1) Any Originator (i) or the Performance Guarantor shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Effective Receivable Interests Interest hereunder shall at any time exceed 100%. (g) A Change of Control shall occur. (h) A “Default” or an “Event of Default” under and as defined in the YRCW Credit Agreement, shall occur and be continuing; provided, however, that any Servicer Default arising under this Section 7.1(h) shall be deemed automatically waived if and to the extent that any “Default” or “Event of Default” under the YRCW Credit Agreement is waived in accordance with the terms thereof. (i) Any Trigger Event shall occur. (j) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (k) One or more final judgments shall be entered against Performance Guarantor or any of its Subsidiaries for the payment of money in the aggregate amount of $15,000,000 or more, or the equivalent thereof in another currency, on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or bond to secure appeal.

Servicer Defaults. The occurrence of any one or more of the following events shall constitute a Servicer Default: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by any Agent to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made by the Seller, the Servicer or an the Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made. (i) The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (ii) the Seller or any Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Periodcalendar month: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods calendar months then most recently ended shall exceed 2.504.00%; (ii) the average of the Dilution Ratios Ratio for each of the three consecutive Calculation Periods then most recently ended any calendar month shall exceed 8.253.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods calendar months then most recently ended shall exceed 2.504.00%. (e) Any The Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” "EVENT OF DEFAULT" or “Potential Event of Default” "POTENTIAL EVENT OF DEFAULT" shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.

Servicer Defaults. The occurrence of any one or more of ----------------- the following events shall constitute a Servicer Default: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, hereunder on or within one Business Day after the date when required to be made. (iib) The Servicer shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) under Article VI or Section 11.6, which failure remains ---------- ------------ unremedied for five Business Days after notice from the Agent, and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by any Agent to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made by the Seller, the Servicer or an Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed madea Material Adverse Effect. (i) The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its propertyproperty (each of the foregoing proceedings being hereinafter referred to as an "INSOLVENCY PROCEEDING"); (iii) any Insolvency Proceeding shall be instituted against the Seller and either (A) shall result in the entry of an order for relief against the Seller, or (iiB) shall continue undischarged, undismissed or unstayed for a period of 60 consecutive days; or (iv) the Seller or any the Servicer shall take any corporate action to authorize any of the actions set forth in clause clauses (ii)-(iii) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Seller, as purchaser under the Sale Agreement, or any “Event of Default” or “Potential Event of Default” shall occur under the Sale Agreement. (f) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (g) A Change of Control shall occur.