Common use of Servicer Defaults Clause in Contracts

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Default: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) three Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the ServicerServicer or the Seller (as the case may be), and to the related Trustee by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Seller or the Servicer; providedthen, howeverand in each and every case, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, so long as the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a then, and in each and every case, so long as the Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) three Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the ServicerServicer or the Seller (as the case may be), and to the related Trustee by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Seller or the Servicer; providedthen, howeverand in each and every case, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, so long as the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes Indenture Trustee or the Indenture Trustee, at the request or direction Holders of the Noteholders Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), ) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) three Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the ServicerServicer or the Seller (as the case may be), and to the related Trustee by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Seller or the Servicer; providedthen, howeverand in each and every case, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, so long as the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes Indenture Trustee or the Indenture Trustee, at the request or direction Holders of the Noteholders Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), ) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultoccur: (ai) any failure by the Servicer: (x) to deposit to the Collection Account (A) any amount required to be deposited therein by the Servicer (other than any such failure resulting from an administrative or technical error of the Servicer in the amount so deposited); or (B) within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously deposited by the Servicer to the Collection Account was less than the amount required to be deposited therein by the Servicer, the amount of such shortfall; or (y) to deliver to the related Trustee for deposit in any of Trust Collateral Agent the Accounts or the Servicer’s Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or Determination Date; (ii) to failure on the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% part of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in any Basic Document, or any representation or warranty of the Servicer made in this Agreement or Agreement, any other Basic DocumentDocument or in any certificate or other writing delivered pursuant to any Basic Document proving to have been incorrect in any material respect as of the time when the same shall have been made, which failure default, if capable of cure, shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety thirty (9030) days (or a longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default, if the default is capable of remedy within sixty (60) days or less and the Servicer delivers an Officer’s Certificate to the Indenture Trustee to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default) after the date on which (x) there shall have been given written notice of such failure, requiring the same to be remedied, shall have been given (A1) to the Servicer, by the Trust Collateral Agent, or (2) to the Servicer by the related Trustee Trust Collateral Agent at the direction of the Majority Noteholders; or (By) to discovery of such failure by an officer of the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (ciii) the occurrence entry of an Insolvency Event with respect to a decree or order by a court or agency or supervisory authority having jurisdiction in the Servicer; providedpremises for the appointment of a conservator, howeverreceiver, that (A) if or liquidator for the Servicer or any delay of its subsidiaries in any insolvency, readjustment of debt, marshalling of assets and liabilities, or failure similar proceedings, or for the winding up or liquidation of performance referred to its respective affairs, and the continuance of any such decree or order unstayed and in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace effect for a period referred to in such clause (a) shall be extended for an additional of sixty (60) consecutive days or the entry of any decree or order for relief in respect of the Servicer or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, or similar law, whether now or hereafter in effect, which decree or order for relief continues unstayed and (B) if any delay or failure in effect for a period of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) consecutive days. If ; or (iv) the consent by the Servicer or any of its subsidiaries 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 Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% or any of the Outstanding Amount its subsidiaries or relating to substantially all of the Notes its property; or the Indenture Trusteeadmission by the Servicer or any of its subsidiaries in writing of its inability to pay its debts generally as they become due, at the request filing by the Servicer or direction any of its subsidiaries of a petition to take advantage of any applicable insolvency or reorganization statute, the Noteholders evidencing not less than 25% making by the Servicer or any of its subsidiaries of an assignment for the Outstanding Amount benefit of its creditors, or the Notes voluntary suspension by the Servicer or any of its subsidiaries of payment of its obligations; (v) [Reserved]; or (vi) the Originator or Servicer, if Credit Acceptance is the Notes have been paid Servicer, fails to pay when due (or no later than the next Distribution Date after the Servicer becomes aware that such payment was not made) Purchase Amounts in full excess of $100,000; then, and in each and every case, the Indenture has been discharged in accordance with its termsTrust Collateral Agent, if so directed by holders of Certificates evidencing not less than 25% of the Percentage Interests), Majority Noteholders by notice then given in writing to the Servicer, the Backup Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may Trust Collateral Agent, shall terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On Upon sending or receiving any such notice, the Trust Collateral Agent shall promptly send a copy thereof to the Indenture Trustee, the Issuer, the Owner Trustee, the Servicer (who shall promptly provide such notice to the Rating Agencies) and to each Noteholder. Within thirty (30) days after the date specified in receipt by the Backup Servicer of such written noticenotice (if such notice relates to terminating the Servicer) and subject to Section 8.02(a), all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Loans or Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer or such Successor successor Servicer as may be appointed under Section 7.028.02; and, without limitation, the Indenture Trustee and the Owner Trustee are Backup Servicer is hereby authorized and empowered to execute and deliver, for the benefit 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 conveyance and endorsement of the Receivables Loans and the Contracts and related documents, or otherwise. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under this Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under this Agreement. The predecessor Servicer shall cooperate with the Successor successor Servicer and the Trustees Backup Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Backup Servicer or 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 Certificate Distribution Account or shall thereafter be received with respect to a Loan or related Contract, and the Receivables that shall at that time by held related accounts and records maintained 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 this Agreement to reflect such succession as Servicer pursuant to this Section Transition Expenses shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof If such Transition Expenses are not paid to the Administratorsuccessor Servicer by the predecessor Servicer, and in accordance with such Transition Expenses shall be paid under Section 1.02(c5.08(a)(i) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agencyhereof.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) three Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the ServicerServicer or the Seller (as the case may be), and to the related Trustee by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Seller or the Servicer; providedthen, howeverand in each and every case, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, so long as the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes Indenture Trustee or the Indenture Trustee, at the request or direction Holders of the Noteholders Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), ) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) three Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the ServicerServicer or the Seller (as the case may be), and to the related Trustee by the NoteholdersHolders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Seller or the Servicer; providedthen, howeverand in each and every case, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, so long as the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes Indenture Trustee or the Indenture Trustee, at the request or direction Holders of the Noteholders Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), ) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultoccur: (ai) any failure by the Servicer: (x) to deposit to the Collection Account (A) any amount required to be deposited therein by the Servicer (other than any such failure resulting from an administrative or technical error of the Servicer in the amount so deposited); or (B) within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously deposited by the Servicer to the Collection Account was less than the amount required to be deposited therein by the Servicer, the amount of such shortfall; or (y) to deliver to the related Trustee for deposit in any of Trust Collateral Agent the Accounts or the Servicer’s Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or Determination Date; (ii) to failure on the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% part of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in any Basic Document, or any representation or warranty of the Servicer made in this Agreement or Agreement, any other Basic DocumentDocument or in any certificate or other writing delivered pursuant to any Basic Document proving to have been incorrect in any material respect as of the time when the same shall have been made, which failure default, if capable of cure, shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety thirty (9030) days (or a longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default, if the default is capable of remedy within sixty (60) days or less and the Servicer delivers an Officer’s Certificate to the Indenture Trustee to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default) after the date on which (x) there shall have been given written notice of such failure, requiring the same to be remedied, shall have been given (A1) to the Servicer, by the Trust Collateral Agent, or (2) to the Servicer by the related Trustee Trust Collateral Agent at the direction of the Majority Noteholders; or (By) to discovery of such failure by an officer of the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (ciii) the occurrence entry of an Insolvency Event with respect to a decree or order by a court or agency or supervisory authority having jurisdiction in the Servicer; providedpremises for the appointment of a conservator, howeverreceiver, that (A) if or liquidator for the Servicer or any delay of its subsidiaries in any insolvency, readjustment of debt, marshalling of assets and liabilities, or failure similar proceedings, or for the winding up or liquidation of performance referred to its respective affairs, and the continuance of any such decree or order unstayed and in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace effect for a period referred to in such clause (a) shall be extended for an additional of sixty (60) consecutive days or the entry of any decree or order for relief in respect of the Servicer or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, or similar law, whether now or hereafter in effect, which decree or order for relief continues unstayed and (B) if any delay or failure in effect for a period of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) consecutive days. If ; or (iv) the consent by the Servicer or any of its subsidiaries 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 Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% or any of the Outstanding Amount its subsidiaries or relating to substantially all of the Notes its property; or the Indenture Trusteeadmission by the Servicer or any of its subsidiaries in writing of its inability to pay its debts generally as they become due, at the request filing by the Servicer or direction any of its subsidiaries of a petition to take advantage of any applicable insolvency or reorganization statute, the Noteholders evidencing not less than 25% making by the Servicer or any of its subsidiaries of an assignment for the Outstanding Amount benefit of its creditors, or the Notes voluntary suspension by the Servicer or any of its subsidiaries of payment of its obligations; (v) if Credit Acceptance is the Servicer, the Servicer breaches any Financial Covenants; or (vi) the Originator or Servicer, if Credit Acceptance is the Notes have been paid Servicer, fails to pay when due (or no later than the next Distribution Date after the Servicer becomes aware that such payment was not made) Purchase Amounts in full excess of $100,000; then, and in each and every case, the Indenture has been discharged in accordance with its termsTrust Collateral Agent, if so directed by holders of Certificates evidencing not less than 25% of the Percentage Interests), Majority Noteholders by notice then given in writing to the Servicer, the Backup Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may Trust Collateral Agent, shall terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On Upon sending or receiving any such notice, the Trust Collateral Agent shall promptly send a copy thereof to the Indenture Trustee, the Owner Trustee, the Servicer (who shall promptly provide such notice to the Rating Agencies) and to each Noteholder. Within thirty (30) days after the date specified in receipt by the Backup Servicer of such written noticenotice (if such notice relates to terminating the Servicer) and subject to Section 8.02(a), all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Loans or Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer or such Successor successor Servicer as may be appointed under Section 7.028.02; and, without limitation, the Indenture Trustee and the Owner Trustee are Backup Servicer is hereby authorized and empowered to execute and deliver, for the benefit 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 conveyance and endorsement of the Receivables Loans and the Contracts and related documents, or otherwise. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under this Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under this Agreement. The predecessor Servicer shall cooperate with the Successor successor Servicer and the Trustees Backup Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Backup Servicer or 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 Certificate Distribution Account or shall thereafter be received with respect to a Loan or related Contract, and the Receivables that shall at that time by held related accounts and records maintained 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 this Agreement to reflect such succession as Servicer pursuant to this Section Transition Expenses shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof If such Transition Expenses are not paid to the Administratorsuccessor Servicer by the predecessor Servicer, and in accordance with such Transition Expenses shall be paid under Section 1.02(c5.08(a)(i) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agencyhereof.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultoccur: (ai) any failure by the Servicer: (x) to deposit to the Collection Account (A) any amount required to be deposited therein by the Servicer (other than any such failure resulting from an administrative or technical error of the Servicer in the amount so deposited); or (B) within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously deposited by the Servicer to the Collection Account was less than the amount required to be deposited therein by the Servicer, the amount of such shortfall; or (y) to deliver to the related Trustee for deposit in any of Trust Collateral Agent the Accounts or the Servicer’s Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or Determination Date; (ii) to failure on the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% part of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in any Basic Document, or any representation or warranty of the Servicer made in this Agreement or Agreement, any other Basic DocumentDocument or in any certificate or other writing delivered pursuant to any Basic Document proving to have been incorrect in any material respect as of the time when the same shall have been made, which failure default, if capable of cure, shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety thirty (9030) days (or a longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default, if the default is capable of remedy within sixty (60) days or less and the Servicer delivers an Officer’s Certificate to the Indenture Trustee to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default) after the date on which (x) there shall have been given written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee Trust Collateral Agent (acting upon the written direction of the Majority Noteholders) or (By) to discovery of such failure by an officer of the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (ciii) the occurrence entry of an Insolvency Event with respect to a decree or order by a court or agency or supervisory authority having jurisdiction in the Servicer; providedpremises for the appointment of a conservator, howeverreceiver, that (A) if or liquidator for the Servicer or any delay of its subsidiaries in any insolvency, readjustment of debt, marshalling of assets and liabilities, or failure similar proceedings, or for the winding up or liquidation of performance referred to its respective affairs, and the continuance of any such decree or order unstayed and in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace effect for a period referred to in such clause (a) shall be extended for an additional of sixty (60) consecutive days or the entry of any decree or order for relief in respect of the Servicer or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, or similar law, whether now or hereafter in effect, which decree or order for relief continues unstayed and (B) if any delay or failure in effect for a period of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) consecutive days. If ; or (iv) the consent by the Servicer or any of its subsidiaries 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 Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% or any of the Outstanding Amount its subsidiaries or relating to substantially all of the Notes its property; or the Indenture Trusteeadmission by the Servicer or any of its subsidiaries in writing of its inability to pay its debts generally as they become due, at the request filing by the Servicer or direction any of its subsidiaries of a petition to take advantage of any applicable insolvency or reorganization statute, the Noteholders evidencing not less than 25% making by the Servicer or any of its subsidiaries of an assignment for the Outstanding Amount benefit of its creditors, or the Notes voluntary suspension by the Servicer or any of its subsidiaries of payment of its obligations; (v) [Reserved]; or (vi) the Originator or Servicer, if Credit Acceptance is the Notes have been paid Servicer, fails to pay when due (or no later than the next Distribution Date after the Servicer becomes aware that such payment was not made) Purchase Amounts in full excess of $100,000; then, and in each and every case, the Indenture has been discharged in accordance with its termsTrust Collateral Agent, if so directed by holders of Certificates evidencing not less than 25% of the Percentage Interests), Majority Noteholders by notice then given in writing to the Servicer, the Backup Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may Trust Collateral Agent, shall terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On The Trust Collateral Agent shall have no obligation to confirm the existence of a breach under clause (ii) above or to determine or verify its materiality. Upon sending or receiving any such notice, the Trust Collateral Agent shall promptly send a copy thereof to the Indenture Trustee, the Issuer, the Owner Trustee, the Servicer (who shall promptly provide such notice to the Rating Agencies) and to each Noteholder. Within thirty (30) days after the date specified in receipt by the Backup Servicer of such written noticenotice (if such notice relates to terminating the Servicer) and subject to Section 8.02(a), all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Loans or Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer or such Successor successor Servicer as may be appointed under Section 7.028.02; and, without limitation, the Indenture Trustee and the Owner Trustee are Backup Servicer is hereby authorized and empowered to execute and deliver, for the benefit 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 conveyance and endorsement of the Receivables Loans and the Contracts and related documents, or otherwise. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under this Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under this Agreement. The predecessor Servicer shall cooperate with the Successor successor Servicer and the Trustees Backup Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Backup Servicer or 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 Certificate Distribution Account or shall thereafter be received with respect to a Loan or related Contract, and the Receivables that shall at that time by held related accounts and records maintained 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 this Agreement to reflect such succession as Servicer pursuant to this Section Transition Expenses shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof If such Transition Expenses are not paid to the Administratorsuccessor Servicer by the predecessor Servicer, and in accordance with such Transition Expenses shall be paid under Section 1.02(c5.08(a)(i) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agencyhereof.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any payment, transfer or deposit (including without limitation with respect to Collections) as required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after this Agreement on the date on which written notice of such failurepayment, requiring the same transfer or deposit is required to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notesmade; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any the other Basic Document, Transaction Documents to which failure shall (i) materially the Servicer is a party and adversely affect the rights of Certificateholders or Noteholders and (ii) continue same continues unremedied for a period of ninety (90) 10 days after the earlier to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Servicer by the related Trustee Administrative Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer, and to the related Trustee Servicer by the Noteholders, evidencing not less than 25% of Administrative Agent and (ii) the Outstanding Amount of date on which the Notes; orServicer becomes aware thereof; (ce) the occurrence of an Insolvency Event shall occur with respect to the Servicer; provided; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, howeverdecrees or orders for the payment of money in excess of $10,000,000, that individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (Ai) if any delay or the failure of performance referred the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in clause excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (aj) above shall have been caused by Force Majeure CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar occurrencesevent has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the five benefit of CapitalSource Inc. or any of its Subsidiaries (5) Business Day grace period referred except for those securitizations or other facilities listed on Schedule IX, as the same may be updated from time to in time as mutually agreed by the Seller and the Administrative Agent), and at such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay time such event permits the lender or failure holder of performance referred rights thereunder to in clause (b) above shall have been caused by Force Majeure terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar occurrencesevent with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the ninety repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (90ii) day grace period referred the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contrary, so long as any such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuing, either been remedied within any applicable cure period prior to the Noteholders evidencing not less than 25% date of the Outstanding Amount of Servicer Termination Notice (defined below), the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its termsAdministrative Agent, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by written notice then given in writing to the Servicer and the Owner Trustee (and with a copy to the Indenture Trustee if given by the NoteholdersBackup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultoccur: (a) any failure by the Servicer to deliver make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the related Trustee for deposit in any remittance of the Accounts Collections) as required by this Agreement or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, other Transaction Documents which failure continues unremedied for a period of five two (52) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesDays; (b) any failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any the other Basic Document, Transaction Documents to which failure shall (i) materially the Servicer is a party and adversely affect the rights of Certificateholders or Noteholders and (ii) continue same continues unremedied for a period of ninety fifteen (9015) days Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to a Responsible Officer of the Servicer by the related Trustee Administrative Agent, the Borrower or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) (i) the failure of the initial Servicer to make any payment when due with respect to any of its debt or other obligations (which payment default relates to debt facilities or other obligations in excess of $250,000 in the aggregate) or (ii) the occurrence of any event or condition that would cause or permit acceleration of such debt or other obligations in excess of $250,000 in the aggregate, unless (A) such event or condition has been waived and (B) any such debt or other obligations shall have not been declared to be due and payable or required to be prepaid (other than by scheduled payment) prior to maturity, in the case of each of clauses (i) and (i) (x) subject to the initial Servicer, ’s right to contest in good faith any claim which could lead to acceleration and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes(y) after all applicable cure and grace periods have expired; or (cd) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that ; (Ae) the Servicer fails in any material respect to comply with the Credit and Collection Policy and the Servicing Standard regarding the servicing of the Collateral and the same continues unremedied for a period of ten (10) Business Days (if any delay or such failure can be remedied) after the earlier to occur of performance referred (i) the date on which written notice of such failure requiring the same to in clause (a) above be remedied shall have been caused given to a Responsible Officer of the Servicer by Force Majeure the Administrative Agent, the Borrower or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (f) FCC Finance, LLC ceases to be the Servicer (other than as provided for under the terms of this Agreement); (g) the occurrence or existence of any event which causes a Material Adverse Effect with respect to the Servicer; (h) any failure by the Servicer to deliver any required Servicing Report or other similar occurrences, Required Reports hereunder and the five (5) same continues unremedied for a period of one Business Day grace period referred after the earlier to in occur of (i) the date on which written notice of such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused given to a Responsible Officer of the Servicer by Force Majeure or other similar occurrencesthe Administrative Agent, the ninety Borrower or Collateral Custodian, or (90ii) day grace the date on which a Responsible Officer of the Servicer has actual knowledge thereof; (i) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made and continues to be unremedied for a period referred of thirty (30) Business Days after the earlier to in occur of (i) the date on which written notice of such clause (b) shall incorrectness requiring the same to be extended for an additional sixty (60) days. If a Servicer Default remedied shall have occurred and be continuingbeen given to the a Responsible Officer of Servicer by the Administrative Agent, either the Noteholders evidencing not less than 25% Borrower or any Lender or (ii) the date on which a Responsible Officer of the Outstanding Amount Servicer acquires knowledge thereof; or (j) the occurrence of an FCC Finance Change of Control and the Notes Borrower or the Indenture TrusteeAdministrative Agent makes a determination that such event is reasonably expected to have a material adverse effect on the ability of FCC Finance, at LLC, to perform its role as Servicer hereunder; then notwithstanding anything herein to the request contrary, the Administrative Agent or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its termsBorrower, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by written notice then given in writing to the Servicer (with a copy to the Collateral Custodian, Backup Servicer, the Borrower (in the case of notice by the Administrative Agent) and the Owner Trustee Administrative Agent (and to in the Indenture Trustee if given case of notice by the NoteholdersBorrower)) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the obligations set forth in Section 6.02 that Servicer which have accrued on or been incurred prior to the effective date of the termination) delivery of the Servicer under Termination Notice) and appoint the Backup Servicer (or in the case of notice by the Borrower, Fair) to perform its duties pursuant to the terms of this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer DefaultContinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the related Trustee for deposit in any remittance of the Accounts Collections) as required by this Agreement or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, other Transaction Documents which failure continues unremedied for a period of five (5) two Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesDays; (b) any failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any the other Basic Document, Transaction Documents to which failure shall (i) materially the Servicer is a party and adversely affect the rights of Certificateholders or Noteholders and (ii) continue same continues unremedied for a period of ninety fifteen (9015) days Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Servicer by the related Trustee Administrative Agent or (Bii) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% date on which a Responsible Officer of the Outstanding Amount of the Notes; orServicer acquires actual knowledge thereof; (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that ; (Ad) if a Termination Event; (e) any delay or failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of performance referred three (3) Business Days after the earlier to in clause occur of (ai) above the date on which written notice of such failure shall have been caused given to the Servicer by Force Majeure the Administrative Agent or other similar occurrencesCollection Account Bank, or (ii) the five date on which the Servicer has actual knowledge thereof; (5f) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made and continues to be unremedied for a period of 15 Business Day grace period referred Days after the earlier to in occur of (i) the date on which written notice of such clause (a) shall incorrectness requiring the same to be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above remedied shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and by the Owner Trustee Administrative Agent or any Lender or (and ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the Indenture Trustee if given contrary, the Administrative Agent, by written notice to the NoteholdersServicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the obligations set forth in Section 6.02 that Servicer which have accrued on or been incurred prior to the effective date of the termination) delivery of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating AgencyTermination Notice).

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any payment, transfer or deposit (including without limitation with respect to Collections) as required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after this Agreement on the date on which written notice of such failurepayment, requiring the same transfer or deposit is required to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notesmade; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any the other Basic Document, Transaction Documents to which failure shall (i) materially the Servicer is a party and adversely affect the rights of Certificateholders or Noteholders and (ii) continue same continues unremedied for a period of ninety (90) 10 days after the earlier to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Servicer by the related Trustee Administrative Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer, and to the related Trustee Servicer by the Noteholders, evidencing not less than 25% of Administrative Agent and (ii) the Outstanding Amount of date on which the Notes; orServicer becomes aware thereof; (ce) the occurrence of an Insolvency Event shall occur with respect to the Servicer; provided; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, howeverdecrees or orders for the payment of money in excess of $10,000,000, that individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (Ai) if any delay or the failure of performance referred the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in clause excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (aj) above shall have been caused by Force Majeure CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar occurrencesevent has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the five benefit of CapitalSource Inc. or any of its Subsidiaries (5) Business Day grace period referred except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to in time as mutually agreed by the Seller and the Administrative Agent), and at such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay time such event permits the lender or failure holder of performance referred rights thereunder to in clause (b) above shall have been caused by Force Majeure terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar occurrencesevent with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the ninety repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (90ii) day grace period referred the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contrary, so long as any such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuing, either been remedied within any applicable cure period prior to the Noteholders evidencing not less than 25% date of the Outstanding Amount of Servicer Termination Notice (defined below), the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its termsAdministrative Agent, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by written notice then given in writing to the Servicer and the Owner Trustee (and with a copy to the Indenture Trustee if given by the NoteholdersBackup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit on or before the date such payment, transfer or deposit is required to be made or given by the related Trustee Servicer under the terms of this Indenture and such failure remains unremedied for two Business Days; provided, however, that if the Servicer is unable to make a payment, transfer or deposit in any when due and such failure is as a result of circumstances beyond the Servicer’s control, the grace period shall be extended to five Business Days; (b) failure on the part of the Accounts Servicer duly to observe or perform any other covenants or agreements of the Certificate Distribution Account Servicer set forth in this Indenture or any required payment or other Transaction Document to direct which the Indenture Trustee to make any required distributions therefrom, which Servicer is a party and such failure continues unremedied for a period of five (5) Business Days 30 days after discovery of such failure by an officer the earlier of the date on which the Servicer or after has actual knowledge of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee Trustee, or (ii) to the Servicer and to the Trustees Trustee by the Noteholders, evidencing not less than Insurer or the Holders of 25% or more of the Outstanding Aggregate Principal Amount of the Notes; (bc) failure any representation and warranty made by the Servicer duly in this Indenture shall prove to observe or to perform have been incorrect in any material respect any when made and has a material and adverse impact on the Trustee’s interest in the Pledged Loans and other covenants Pledged Assets and the Servicer is not in compliance with such representation or agreements warranty within 30 Business Days after the earlier of the date on which the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially has actual knowledge of such breach and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, breach requiring the same to that such breach be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, Servicer and to the related Trustee by the Noteholders, evidencing not less than Insurer or the Holders of 25% or more of the Outstanding Aggregate Principal Amount of the Notes; (d) an Insolvency Event shall occur with respect to the Servicer or the Performance Guarantor; or (ce) the occurrence Servicer shall fail to deliver the reports described in Section 8.1 of an Insolvency Event with respect to the Servicer; providedthis Indenture and such failure shall continue for five Business Days. THEN, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in so long as such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), Control Party by notice then given in writing to the Servicer Servicer, the Swap Counterparty, the Issuer, the Trustee, the Insurer and the Owner Trustee each Rating Agency (and to the Indenture Trustee if given by the Noteholders) a “Termination Notice”), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this AgreementIndenture (such termination being herein called a “Service Transfer”). On or after After receipt by the Servicer and the Trustee of such Termination Notice and subject to the terms of Section 12.2(a), the Trustee shall automatically assume the responsibilities of the Servicer hereunder until the date specified in such written notice, that a Successor Servicer shall have been appointed pursuant to Section 12.2 and all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Indenture shall pass to and be vested in the Indenture Trustee or such Successor Servicer Servicer, as the case may be appointed under Section 7.02; be, without further action on the part of any Person, and, without limitation, the Indenture Trustee at the direction of the Control Party (which authorization is coupled with an interest and the Owner Trustee are is irrevocable) is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwiseservicing rights. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder, including without limitation the transfer to such Successor Servicer of all authority of the Servicer to service the Pledged Loans provided for under this AgreementIndenture, including without limitation all authority over any Collections which shall on the date of transfer be held by the Servicer for deposit in a Lockbox Account or which shall thereafter be received by the Servicer with respect to the Pledged Loans, and in assisting the Successor Servicer in enforcing all rights under this Indenture including, without limitation, allowing the Successor Servicer’s personnel access to the Servicer’s premises for the purpose of collecting payments on the Pledged Loans made at such premises. The Servicer shall promptly transfer its electronic records relating to the Pledged Loans to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Pledged Loans in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received with respect Successor Servicer shall reasonably request. The Servicer shall allow the Successor Servicer access to the Receivables Servicer’s officers and employees. To the extent that compliance with this Section 12.1 shall at that time by held by require the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys’ fees) incurred in connection with transferring the Receivable Files Servicer to disclose to the Successor Servicer and amending this Agreement information of any kind which the Servicer reasonably deems to reflect such succession as be confidential, the Successor Servicer pursuant to this Section shall be paid required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest and as shall be satisfactory in form and substance to the Successor Servicer. The Servicer hereby consents to the entry against it of an order for preliminary, temporary or permanent injunctive relief by any court of competent jurisdiction, to ensure compliance by the predecessor Servicer upon presentation with the provisions of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agencythis paragraph.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultoccur: (a) any failure by the Servicer: (x) to deposit to the Collection Account (A) any amount required to be deposited therein by the Servicer (other than any such failure resulting from an administrative or technical error of the Servicer in the amount so deposited); or (B) within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously deposited by the Servicer to the Collection Account was less than the amount required to be deposited therein by the Servicer, the amount of such shortfall; or (y) to deliver to the related Trustee for deposit in any of Trust Collateral Agent the Accounts or the Servicer’s Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesDetermination Date; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in any Basic Document, or any representation or warranty of the Servicer made in this Agreement or Agreement, any other Basic DocumentDocument or in any certificate or other writing delivered pursuant to any Basic Document proving to have been incorrect in any material respect as of the time when the same shall have been made, which failure default, if capable of cure, shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety thirty (9030) days (or a longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default, if the default is capable of remedy within sixty (60) days or less and the Servicer delivers an Officer’s Certificate to the Indenture Trustee to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default) after the date on which (x) there shall have been given written notice of such failure, requiring the same to be remedied, shall have been given (A1) to the Servicer, by the Trust Collateral Agent, or (2) to the Servicer by the related Trustee Trust Collateral Agent at the direction of the Majority Noteholders; or (By) to discovery of such failure by an officer of the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence entry of an Insolvency Event with respect to a decree or order by a court or agency or supervisory authority having jurisdiction in the Servicer; providedpremises for the appointment of a conservator, howeverreceiver, that (A) if or liquidator for the Servicer or any delay of its subsidiaries in any insolvency, readjustment of debt, marshalling of assets and liabilities, or failure similar proceedings, or for the winding up or liquidation of performance referred to its respective affairs, and the continuance of any such decree or order unstayed and in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace effect for a period referred to in such clause (a) shall be extended for an additional of sixty (60) consecutive days or the entry of any decree or order for relief in respect of the Servicer or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, or similar law, whether now or hereafter in effect, which decree or order for relief continues unstayed and (B) if any delay or failure in effect for a period of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) consecutive days. If ; or (d) the consent by the Servicer or any of its subsidiaries 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 Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% or any of the Outstanding Amount its subsidiaries or relating to substantially all of the Notes its property; or the Indenture Trusteeadmission by the Servicer or any of its subsidiaries in writing of its inability to pay its debts generally as they become due, at the request filing by the Servicer or direction any of its subsidiaries of a petition to take advantage of any applicable insolvency or reorganization statute, the Noteholders evidencing not less than 25% making by the Servicer or any of its subsidiaries of an assignment for the Outstanding Amount benefit of its creditors, or the Notes voluntary suspension by the Servicer or any of its subsidiaries of payment of its obligations; (e) [Reserved]; or (f) the Originator or Servicer, if Credit Acceptance is the Notes have been paid Servicer, fails to pay when due (or no later than the next Distribution Date after the Servicer becomes aware that such payment was not made) Purchase Amounts in full excess of $100,000; then, and in each and every case, the Indenture has been discharged in accordance with its termsTrust Collateral Agent, if so directed by holders of Certificates evidencing not less than 25% of the Percentage Interests), Majority Noteholders by notice then given in writing to the Servicer, the Backup Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may Trust Collateral Agent, shall terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On Upon sending or receiving any such notice, the Trust Collateral Agent shall promptly send a copy thereof to the Indenture Trustee, the Issuer, the Owner Trustee, the Servicer (who shall promptly provide such notice to the Rating Agencies) and to each Noteholder. Within thirty (30) days after the date specified in receipt by the Backup Servicer of such written noticenotice (if such notice relates to terminating the Servicer) and subject to Section 8.02(a), all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Loans or Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer or such Successor successor Servicer as may be appointed under Section 7.028.02; and, without limitation, the Indenture Trustee and the Owner Trustee are Backup Servicer is hereby authorized and empowered to execute and deliver, for the benefit 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 conveyance and endorsement of the Receivables Loans and the Contracts and related documents, or otherwise. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under this Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under this Agreement. The predecessor Servicer shall cooperate with the Successor successor Servicer and the Trustees Backup Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Backup Servicer or 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 Certificate Distribution Account or shall thereafter be received with respect to a Loan or related Contract, and the Receivables that shall at that time by held related accounts and records maintained 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 this Agreement to reflect such succession as Servicer pursuant to this Section Transition Expenses shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof If such Transition Expenses are not paid to the Administratorsuccessor Servicer by the predecessor Servicer, and in accordance with such Transition Expenses shall be paid under Section 1.02(c5.08(a)(i) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agencyhereof.

Servicer Defaults. If any one of the following events (each, a “----------------- "Servicer Default”") shall occur and be continuing there shall be a Servicer Default:continuing: ----------------- (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or to give notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make such payment, transfer or deposit on or before the date occurring five days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any required distributions therefrom, Supplement; (b) failure on the part of the Servicer duly to observe or perform any covenants or agreements of the Servicer set forth in this Agreement or any Supplement which failure continues unremedied for a period of five 30 days after (5x) Business Days after discovery the date on which 52 written notice of such failure by an officer of failure, requiring the same to be remedied, shall have been given to the Servicer by any Control Party or (y) the date on which the Servicer has actual knowledge of such failure; (c) any representation, warranty or certification made by the Servicer in this Agreement, any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made in any material respect which inaccuracy continues unremedied for a period of 30 days after (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee any Control Party or (iiy) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice the Servicer has actual knowledge of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (cd) the occurrence Servicer shall voluntarily seek, consent to or acquiesce in the benefit or benefits of an Insolvency Event with respect any Debtor Relief Law or becomes a party to (or be made the Servicer; providedsubject of) any proceeding provided for under any Debtor Relief Law, howeverother than as creditor or claimant, that (A) if any delay or failure of performance referred to and in clause (a) above shall have been caused by Force Majeure or other similar occurrencesthe event such proceeding is involuntary, the five (5) Business Day grace period referred to petition instituting same is not dismissed within 60 days of its filing; or the Servicer shall assign its duties under this Agreement, except as permitted by this Agreement; then, in such clause (a) shall be extended for an additional sixty (60) days and (B) if the event of any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrencesServicer Default, so long as the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and remedied, the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), Requisite Holders by notice then given in writing to the Servicer and the Owner Trustee Transferor (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice copy thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.) and to the Trustee (a "Termination Notice"), may terminate all of the ------------------ rights and obligations of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed pursuant to Section 10.02: -------------

Servicer Defaults. If any one Any of the following events (each, shall constitute a “"Servicer Default”) shall occur and be continuing there shall be a Servicer Default": (a) any failure by the Servicer to deliver take any action that it is required to the related Trustee for take in its capacity as Servicer to make any payment, transfer or deposit in required by any of the Accounts or the Certificate Distribution Account any required payment Transaction Document or to direct the Indenture give instructions or to give notice to Trustee to make such payment, transfer or deposit, which failure continues unremedied for three Business Days, (b) failure on the part of Servicer duly to observe or perform any required distributions therefromother covenants or agreements of Servicer set forth in this Agreement or any other Transaction Document, which failure continues unremedied for a period of five (5) 25 Business Days after discovery of such failure by an officer the date on which written notice of the failure, requiring the same to be remedied, shall have been given to Servicer by Trustee, or to Servicer and Trustee by any Investor Certificateholder, (c) Servicer shall assign its duties under this Agreement, except as permitted by Sections 3.1(b) and 8.3, (d) any representation, warranty or certification made by Servicer in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall prove to have been incorrect when made or delivered, and continues to be incorrect in any material respect for a period of 15 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee Trustee, or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholdersany Investor Certificateholder, evidencing not less than 25% of the Outstanding Amount of the Notes; or (ce) the occurrence of an Insolvency any Bankruptcy Event shall occur with respect to Servicer. In the Servicer; providedevent of any Servicer Default, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in so long as such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, Trustee (at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage InterestsRequired Investors), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may a "Termination Notice"), shall terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the terminationsuch Servicer under Sections 8.4 and 11.5) of the Servicer as Servicer under this Agreement. On or after the date specified Agreement and in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the NotesReceivables, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee Related Transferred Assets and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, proceeds thereof. As soon as attorney-in-fact or otherwise, any and all documents and other instrumentspossible, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes in any event within two Business Days, after an Authorized Officer 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice has obtained knowledge of the occurrence of a any Servicer Default, Servicer shall furnish Transferor, Trustee, each Required Person and the Indenture Rating Agencies, and Trustee shall give promptly furnish each other Investor Certificateholder, notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating AgencyServicer Default.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; provided, however, that any such failure caused by a non- willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Business Days after receiving notice of such failure by an officer of the Servicer or after the date on which written notice otherwise becoming aware of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Securityholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) the Transferor, or to the Servicer, the Transferor and to the related Trustee by the Noteholders, Holders of Investor Securities evidencing Undivided Interests aggregating not less than 2550% of the Outstanding Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Securityholders for such period; or the NotesServicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Securityholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or the Transferor, or to the Servicer, the Transferor and the Trustee by the Holders of Investor Securities evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Securityholders for such period; or (cd) the occurrence of an Insolvency Event with respect Servicer shall consent to the Servicerappointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling 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; providedor a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, howeverreadjustment of debt, that (A) if any delay marshalling of assets and liabilities or failure similar proceedings, or for the winding-up or liquidation of performance referred to in clause (a) above its affairs, shall have been caused by Force Majeure entered against the Servicer, and such decree or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above order shall have been caused by Force Majeure remained in force undischarged or other similar occurrencesunstayed for a period of 60 days; or the Servicer 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 reorganization statute, make any assignment for the ninety (90) day grace period referred to in benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either any of the Noteholders Transferor (with the consent of the Holders of Investor Securities evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of Aggregate Invested Amount), the Notes Trustee, or the Indenture Trustee, at the request or direction Holders of the Noteholders Investor Securities evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Transferor if given by the NoteholdersInvestor Securityholders) (a “Termination Notice”), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account, the Interest Funding Account or the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Receivables that shall at that time by held by the predecessor Successor Servicer. All In connection with any service transfer, all reasonable costs and expenses (including servicer conversion costs and attorneys’ fees) incurred in connection with transferring the Receivable Files records, correspondence and other documents with respect to the Receivables and the other Trust Property to the Successor Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the predecessor Servicer (unless the Trustee is acting as the Servicer on a temporary basis, in which case the original Servicer shall be responsible therefor) upon presentation of reasonable documentation of such costs and expenses. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.1(a) for a period of five Business Days or under subsection 10.1(b) or (c) for a period of 60 days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorism, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications outages, computer failure or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Securities with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Default: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesNotes [of the Controlling Class]; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesNotes [of the Controlling Class]; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes [of the Controlling Class] or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes [of the Controlling Class] (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultoccur: (ai) any failure by the Servicer: (x) to deposit to the Collection Account (A) any amount required to be deposited therein by the Servicer (other than any such failure resulting from an administrative or technical error of the Servicer in the amount so deposited); or (B) within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously deposited by the Servicer to the Collection Account was less than the amount required to be deposited therein by the Servicer, the amount of such shortfall; or (y) to deliver to the related Trustee for deposit in any of Trust Collateral Agent the Accounts or the Servicer’s Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or Determination Date; (ii) to failure on the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% part of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in any Basic Document, or any representation or warranty of the Servicer made in this Agreement or Agreement, any other Basic DocumentDocument or in any certificate or other writing delivered pursuant to any Basic Document proving to have been incorrect in any material respect as of the time when the same shall have been made, which failure default, if capable of cure, shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety thirty (9030) days (or a longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default, if the default is capable of remedy within sixty (60) days or less and the Servicer delivers an Officer’s Certificate to the Indenture Trustee to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default) after the date on which (x) there shall have been given written notice of such failure, requiring the same to be remedied, shall have been given (A1) to the Servicer, by the Trust Collateral Agent, or (2) to the Servicer by the related Trustee Trust Collateral Agent at the direction of the Majority Noteholders; or (By) to discovery of such failure by an officer of the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (ciii) the occurrence entry of an Insolvency Event with respect to a decree or order by a court or agency or supervisory authority having jurisdiction in the Servicer; providedpremises for the appointment of a conservator, howeverreceiver, that (A) if or liquidator for the Servicer or any delay of its subsidiaries in any insolvency, readjustment of debt, marshalling of assets and liabilities, or failure similar proceedings, or for the winding up or liquidation of performance referred to its respective affairs, and the continuance of any such decree or order unstayed and in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace effect for a period referred to in such clause (a) shall be extended for an additional of sixty (60) consecutive days or the entry of any decree or order for relief in respect of the Servicer or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, or similar law, whether now or hereafter in effect, which decree or order for relief continues unstayed and (B) if any delay or failure in effect for a period of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) consecutive days. If ; or (iv) the consent by the Servicer or any of its subsidiaries 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 Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% or any of the Outstanding Amount its subsidiaries or relating to substantially all of the Notes its property; or the Indenture Trusteeadmission by the Servicer or any of its subsidiaries in writing of its inability to pay its debts generally as they become due, at the request filing by the Servicer or direction any of its subsidiaries of a petition to take advantage of any applicable insolvency or reorganization statute, the Noteholders evidencing not less than 25% making by the Servicer or any of its subsidiaries of an assignment for the Outstanding Amount benefit of its creditors, or the Notes voluntarily suspension by the Servicer or any of its subsidiaries of payment of its obligations; or (v) if Credit Acceptance is the Servicer, the Servicer breaches any Financial Covenants; or (vi) the Originator or Servicer, if Credit Acceptance is the Notes have been paid Servicer, fails to pay when due Purchase Amounts in full excess of $100,000; then, and in each and every case, the Indenture has been discharged in accordance with its termsTrust Collateral Agent, if so requested by holders of Certificates evidencing not less than 25% of the Percentage Interests), Majority Noteholders by notice then given in writing to the Servicer, the Backup Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) Trust Collateral Agent, may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On Upon sending or receiving any such notice, the Trust Collateral Agent shall promptly send a copy thereof to the Indenture Trustee, the Owner Trustee, the Servicer (who shall promptly provide such notice to the Rating Agencies) and to each Noteholder. Within thirty (30) days after the date specified in receipt by the Backup Servicer of such written noticenotice (if such notice relates to terminating the Servicer) and subject to Section 8.02(a), all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Loans or Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Backup Servicer or such Successor successor Servicer as may be appointed under Section 7.028.02; and, without limitation, the Indenture Trustee and the Owner Trustee are Backup Servicer is hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicerservicer, 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 conveyance and endorsement of the Receivables Loans and the Contracts and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor successor Servicer and the Trustees Backup Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Backup Servicer or the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Certificate Distribution Account or shall thereafter be received with respect to a Loan or related Contract, and the Receivables that shall at that time by held related accounts and records maintained 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 this Agreement to reflect such succession as Servicer pursuant to this Section Transition Expenses shall be paid by the predecessor Servicer servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof If such Transition Expenses are not paid to the Administratorsuccessor Servicer by the predecessor Servicer, and in accordance with such Transition Expenses shall be paid under Section 1.02(c5.08(a)(i) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agencyhereof.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Default:Servicer (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after discovery of the date such payment, transfer or deposit is required to be made or given by Servicer, as the case may be; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Servicer and the delay or failure was caused by an officer act of the God or other similar occurrence, then a Servicer or Default shall not be deemed to have occurred under this Section 5.1(a) until 35 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Documentwhich has a material adverse effect on either Owner, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety 60 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Servicer by either Owner; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Servicer and the delay or failure was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(b) until 120 days after the date of such failure; (90c) Servicer delegates its duties, except as specifically permitted under Section 2.1, and the delegation remains unremedied for 15 days after written notice to Servicer by either Owner; (d) any representation, warranty or certification made by Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on either Owner and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by either Owner; provided, that, if the related Trustee delay or (B) to the Servicer, and to the related Trustee default could not have been prevented by the Noteholdersexercise of reasonable due diligence by Servicer and the delay or failure was caused by an act of God or other similar occurrence, evidencing not less than 25% of then Servicer shall have an additional 60 days to cure the Outstanding Amount of the Notesdefault; or (ce) the occurrence of an Insolvency Event with respect to the ServicerServicer shall fail generally to, or admit in writing its inability to, pay its debts as they become due; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above a proceeding shall have been caused by Force Majeure instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of Servicer in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar occurrencesofficial of such Person or for any substantial part of its property, or for the five (5) Business Day grace winding-up or liquidation of its affairs and, if instituted against Servicer, any such proceeding shall continue undismissed or unstayed and in effect, for a period referred to of 60 consecutive days, or any of the actions sought in such clause (a) proceeding shall be extended occur; or the commencement by Servicer, of a voluntary case under any Debtor Relief Law, or such Person’s consent to the entry of an order for relief in an additional sixty (60) days and (B) if involuntary case under any delay Debtor Relief Law, or failure consent to the appointment of performance referred to in clause (b) above shall have been caused or taking possession by Force Majeure a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar occurrencesofficial of such Person or for any substantial part of its property, or any general assignment for the ninety (90) day grace period referred to in benefit of creditors; or such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default Person or any Subsidiary of such Person shall have occurred and be continuing, either the Noteholders evidencing not less than 25% taken any corporate action in furtherance of any of the Outstanding Amount of the Notes or the Indenture Trusteeforegoing actions; then, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes in any such event, Successor Owner (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date issuance of the terminationfirst Series of Notes, Initial Owner) may, by delivery of a Servicer Termination Notice to Servicer, terminate the servicing responsibilities of Servicer under this Agreementhereunder, without demand, protest or further notice of any kind, all of which are hereby waived by Servicer. On or after Upon the date specified in delivery of any such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such Successor Servicer acting pursuant to Section 6.2, provided, that notwithstanding anything to the contrary herein, Servicer agrees to act as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, Servicer and to do or accomplish all other acts or things necessary or appropriate continue to effect follow the purposes of such notice of termination, whether procedures set forth in this Agreement with respect to complete Collections on the transfer and endorsement of the Transferred Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the under this Agreement until a Successor Servicer and the Trustees in effecting the termination of has assumed the responsibilities and rights obligations of Servicer in accordance with Section 6.2. Servicer shall send prompt written notice to the Owners of the predecessor occurrence of any Servicer under this AgreementDefault or potential Servicer Default. To avoid doubt, including the transfer to the Successor Servicer for administration by it determination 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of be based solely on the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of provisions in this Section 5.1 and the occurrence of a Servicer Default, material instance of noncompliance with the Indenture Trustee shall give notice thereof to the Administrator, and applicable servicing criteria specified in accordance with Section 1.02(cItem 1122(d) of the Administration Agreement, the Administrator Regulation AB shall make such notice available to each Rating Agencynot be determinative that a Servicer Default has occurred.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to make any payment, transfer or deposit into the related Trustee for deposit in any of the Accounts Collection Account or the Certificate Distribution Unfunded Exposure Account any (including, without limitation, with respect to bifurcation and remittance of Collections) as required payment or to direct the Indenture Trustee to make any required distributions therefrom, by this Agreement which failure continues unremedied for a period of five two (52) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesDays; (b) any failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any other Basic Document, which failure shall (imaterial delegation of the Servicer’s duties that is not permitted by Article VI) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue same continues unremedied for a period of ninety thirty (9030) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Servicer by the related Administrative Agent, any Lender or the Trustee or and (Bii) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% date on which a Responsible Officer of the Outstanding Amount of the Notes; orServicer acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, if such event or condition has not been waived; (d) an Insolvency Event shall occur with respect to the Servicer; provided, however, that ; (Ae) the Servicer fails in any material respect to comply with the Credit and Collection Policy and the Servicing Standard regarding the servicing of the Collateral and the same continues unremedied for a period of thirty (30) days (if any delay or such failure can be remedied) after the earlier to occur of performance referred (i) the date on which written notice of such failure requiring the same to in clause (a) above be remedied shall have been caused given to the Servicer by Force Majeure the Administrative Agent, any Lender or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (f) the Servicer consents or agrees to, or otherwise permits to occur, under circumstances in which the Servicer could have reasonably prevented the occurrence thereof, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this clause) of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could have a Material Adverse Effect on the Collateral, the Administrative Agent, any Lender or the other Secured Parties, without the prior written consent of the Administrative Agent and each Lender, which amendment shall remain in effect for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Lender or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; provided that such prior written consent shall not be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (g) NewStar Financial, Inc. or an Affiliate thereof shall cease to be the Servicer; (h) the Servicer has undergone a material adverse change in its business, financial condition, operation or properties; (i) with respect to the initial Servicer only, such Servicer fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to $490,172,500, as (i) increased by 80% of the proceeds of any equity offerings (including capital contributions) of such Servicer consummated after December 31, 2012, (ii) increased by 50% of cumulative positive GAAP net income earned by such Servicer after December 31, 2012, and (iii) as decreased, due to an accounting change or changes in tax rates imposed after December 31, 2012, by the amounts of any reductions in the assets designated on such Servicer’s consolidated balance sheet as “deferred income taxes, net” and/or “deferred financing costs, net” from the amounts thereof shown on the Company’s consolidated balance sheet as of December 31, 2012; (j) any failure by the Servicer to deliver any required Servicing Report or other similar occurrences, Required Reports hereunder on or before the five date occurring two (52) Business Day grace Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (k) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any materially adverse respect, when made which continues to be unremedied for a period referred of thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Lender or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (l) [intentionally omitted]; (m) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $7,500,000, individually or in the aggregate, and the continuance of such clause judgment, decree or order unsatisfied, unstayed and in effect for any period of more than sixty (a60) shall be extended for an additional consecutive days without a stay of execution; (n) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) relating to any three (3) of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇, or any failure by any three (3) of the aforementioned Persons to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, which no later than sixty (60) days and (B) if after the occurrence of any delay or failure of performance referred to in clause (b) event specified above shall have been caused is not cured by Force Majeure or other similar occurrencesthe Servicer hiring a reputable, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing experienced individual reasonably satisfactory to the Servicer and Controlling Lender to replace the Owner Trustee (and to Person who is no longer actively participating in the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) management of the Servicer under this Agreement. On or after which is not waived in writing by the date specified Controlling Lender; provided 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 such written notice, all authority and power the Servicer’s daily activities; or (o) any Change-in-Control of the Servicer under this Agreement, whether with respect to that takes the Notes, the Certificates form of either a merger or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 consolidation that does not comply with the Successor Servicer and the Trustees in effecting the termination provisions of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws5.4(b). Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof notwithstanding anything herein to the Administratorcontrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period, the Controlling Lender, by written notice to the Servicer with a copy to the Borrower, the Equityholder, the Trustee and each other Lender (such notice, a “Servicer Termination Notice”), may, in accordance its sole discretion, terminate all of the rights and obligations of the Servicer as “Servicer” under this Agreement. Each Servicer Termination Notice shall include a list of at least two (2) potential replacement servicers identified by the Controlling Lender (each, a “Potential Replacement Servicer”), which list may include the Controlling Lender. Within three (3) Business Days following the receipt of a Servicer Termination Notice, the Class B Lenders shall, in consultation with Section 1.02(cthe Borrower, approve at least one (1) of the Administration AgreementPotential Replacement Servicers; provided, that if more than one Potential Replacement Servicer is approved by the Class B Lenders, the Administrator Controlling Lender shall make the final selection. If the Class B Lenders fail to approve a Potential Replacement Servicer within three (3) Business Days, the Controlling Lender shall select the replacement Servicer in its sole discretion. Until a Servicer Termination Notice is delivered as set forth above and a replacement Servicer (the “Successor Servicer”) is appointed and accepts such notice available appointment, the Servicer shall (i) unless otherwise notified by the Administrative Agent, continue to act in such capacity pursuant to Section 6.1 and (ii) as requested by the Administrative Agent in its sole discretion (A) terminate some or all of its activities as Servicer hereunder by the Administrative Agent in its sole discretion as necessary or desirable, (B) provide such information as may be requested by the Administrative Agent to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof and (C) take all other actions requested by the Administrative Agent, in each Rating Agencycase to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Default: continuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; provided, however, that any such failure caused by a non- willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Business Days after receiving notice of such failure by an officer of the Servicer or after the date on which written notice otherwise becoming aware of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; ; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Securityholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee, or to the Servicer and the Trustee by the Holders of Investor Securities evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Securityholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any security delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Securityholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Securities evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Securityholders for such period; or (Bd) the Servicer shall consent to the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling 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 60 days; or the Servicer 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 reorganization statute, make any assignment for the related Trustee by benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied, either the NoteholdersTrustee, or the Holders of Investor Securities evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Securityholders) (a "Termination Notice"), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account, the Interest Funding Account or the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Receivables that shall at that time by held by the predecessor Successor Servicer. All In connection with any service transfer, all reasonable costs and expenses (including servicer conversion costs and attorneys’ ' fees) incurred in connection with transferring the Receivable Files records, correspondence and other documents with respect to the Receivables and the other Trust Property to the Successor Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the predecessor Servicer (unless the Trustee is acting as the Servicer on a temporary basis, in which case the original Servicer shall be responsible therefor) upon presentation of reasonable documentation of such costs and expenses. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.1(a) for a period of five Business Days or under subsection 10.1(b) or (c) for a period of 60 days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications outages, computer failure or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Securities with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, withdrawal, or payment under any Enhancement on or before the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; provided, however, that any such failure caused by a non-willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Business Days after receiving notice of such failure or otherwise becoming aware of such failure; or (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or 30 days after the date on which either the Servicer obtains actual knowledge of such failure or written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee Trustee, or (ii) to the Servicer and to the Trustees Trustee by the Noteholders, Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 2550% of the Outstanding Invested Amount of any Series materially adversely affected thereby, and continues to materially adversely affect such Investor Certificateholders for such period; provided, that if prior to the Notes;end of the 30 day period specified above, the Servicer shall have commenced actions reasonably designed to cure such failure and, at the end of such 30 day period is engaged diligently and in good faith in effecting such cure, then such 30 day period shall be extended by such additional period of time as may reasonably be required to effect such cure, but not in excess of an additional 30 days, unless the Trustee shall agree that a longer extension is appropriate under the circumstances and shall consent thereto; or the Servicer shall delegate its duties under this Agreement, except as permitted by subsection 3.1(a) or Section 8.7; or (bc) failure any representation, warranty or certification made by the Servicer duly in this Agreement or in any certificate delivered pursuant to observe or this Agreement shall prove to perform have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series and which continues to be incorrect in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) 30 days after the date on which the Servicer obtains actual knowledge of such failure or written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee Trustee, or (B) to the Servicer, Servicer and to the related Trustee by the Noteholders, Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 2550% of the Outstanding Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; provided, that if prior to the Notesend of the 30 day period specified above, the Servicer shall have commenced actions reasonably designed to cure such failure and, at the end of such 30 day period is engaged diligently and in good faith in effecting such cure, then such 30 day period shall be extended by such additional period of time as may reasonably be required to effect such cure, but not in excess of an additional 30 days, unless the Trustee shall agree that a longer extension is appropriate under the circumstances and shall consent thereto; or (ci) a decree or order is entered by a court having competent jurisdiction (x) for relief in respect of the occurrence Servicer or Bally (for so long as the Servicer is an Affiliate of Bally) in an Insolvency Event with involuntary case or proceeding under the Federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization or similar law or (y) adjudging the Servicer or Bally (for so long as the Servicer is an Affiliate of Bally) as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect to of the Servicer; providedServicer or Bally under the Federal Bankruptcy Code or any other similar applicable federal or state law for the relief of debtors, howeveror appointing a custodian, that receiver, liquidator, assignee, trustee, sequestrator (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrencesofficial) of the Servicer or Bally (for so long as the Servicer is an Affiliate of Bally) or of any substantial part of their respective properties, or ordering the five winding up or liquidation of any of their respective affairs, and any such decree or order remains unstayed and in effect for a period of 60 consecutive days; or (5ii) Business Day grace period referred the Servicer or Bally (for so long as the Servicer is an Affiliate of Bally) institutes a voluntary case or proceeding under the Federal Bankruptcy Code or any other similar applicable federal or state law for the relief of debtors or any other case or proceedings to be adjudicated as bankrupt or insolvent, or the Servicer or Bally (for so long as the Servicer is an Affiliate of Bally) consents to the entry of a decree or order for relief in respect of the Servicer or Bally (for so long as the Servicer is an Affiliate of Bally) in any involuntary case or proceeding under the Federal Bankruptcy Code or any other similar applicable federal or state law for the relief of debtors or to the institution of bankruptcy or insolvency proceedings against the Servicer or Bally (for so long as the Servicer is an Affiliate of Bally), or the Servicer or Bally (for so long as the Servicer is an Affiliate of Bally) files a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other similar applicable federal or state law for the relief of debtors, or consents to the filing of any such clause petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrencesofficial) of the Servicer or Bally (for so long as the Servicer is an Affiliate of Bally) or of any substantial part of their respective properties, or makes an assignment for the ninety (90) day grace period referred benefit of creditors, or is unable to pay debts generally as they come due, or admits in writing its inability to pay its debts generally as they become due or takes corporate action in furtherance of any such clause (b) shall be extended for an additional sixty (60) days. If a action; then, so long as such Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders Trustee (if it has actual knowledge), or the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a "Termination Notice"), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, any Distribution Account, any Series Account and the Excess Funding Account, or which shall thereafter be received with respect to the Receivables. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. Effective as of the appointment of the Successor Servicer, the Servicer hereby grants to the Successor Servicer a nonexclusive license or sublicense, as applicable, to use all cash amounts computer software either owned or licensed to the Servicer to the extent required to service and collect Receivables, provided, that shall at the time be held such sublicense by the predecessor Servicer for depositshall not apply to any software licensed by others to the Servicer as to which a sublicense in favor of or use by the Successor Servicer would be in violation of an express contractual restriction or otherwise illegal, or have been deposited by would require the predecessor ServicerServicer to incur any license fee or other cost or expense. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, in the Accounts or Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Certificate Distribution Account or thereafter received Servicer shall deem necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Receivables that shall at that time by held by the predecessor Successor Servicer. All In connection with any service transfer, all reasonable costs and expenses (including servicer conversion costs and reasonable attorneys’ ' fees) incurred in connection with transferring the Receivable Files records, electronic records and related copies, correspondence and other documents with respect to the Receivables and the other Trust Property to the Successor Servicer, securing the license or sub-license to computer software either owned or used by BTFC as original Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the predecessor Servicer (unless the Trustee is acting as the Servicer on a temporary basis, in which case the original Servicer shall be responsible therefor) upon presentation of reasonable documentation of such costs and expenses. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.1(a) which continues for a period in excess of the five Business Days provided for a cure thereunder, or under subsection 10.1(b) or (c) which continues for a period in excess of the 30 days (as extended for up to 30 days or more, if applicable) provided for a cure thereunder, shall not constitute a Servicer Default shall constitute if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an expense act of administration under Title 11 God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications outages (beyond the reasonable control of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice Servicer), computer failure (beyond the reasonable control of the occurrence of Servicer) or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If (a) Except as otherwise provided in the Supplement for any Series of Notes, if any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (ai) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or to give notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make such payment, transfer or deposit or to give notice to the Trustee as to any required distributions therefromdrawing or payment under any Enhancement on or before the date occurring five days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Indenture or any Supplement; (ii) (A) the failure on the part of the Servicer duly to observe or perform any covenant or agreement set forth in Section 4.3(b) or 4.3(g) hereof, or (B) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth herein or in any Supplement which failure has a material adverse effect on the Noteholders, and which in the case of either clause (A) or clause (B) continues unremedied for a period of five 30 days after the earlier of (51) Business Days after discovery the date on which a Responsible Officer of the Servicer obtains knowledge of such failure by an officer of the Servicer or after (2) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and the Trustee by the Required Noteholders of any Series of Notes adversely affected thereby; provided, however, that if such failure cannot reasonably be cured within such thirty (30) day period, no Servicer Default shall result therefrom so long as, within such thirty (30) day period, the Servicer (x) commences to cure same, (y) delivers written notice to the Trustees by Trustee notifying the NoteholdersTrustee of such failure and setting forth the steps the Servicer intends to take in order to cure such failure, evidencing not less than 25% and (z) thereafter diligently prosecutes such cure to completion and completely cures such failure on or before the fiftieth (50th) day after the earlier of the Outstanding Amount of the Notesdates set forth in clause (1) and clause (2) above; (biii) failure by the Servicer duly shall assign its duties under this Indenture, except as permitted by Sections 4.10 or 4.15 of this Indenture; (iv) (A) any representation or warranty contained in Section 4.3(f) hereof shall prove to observe or have been incorrect when made and shall continue to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied be incorrect for a period of ninety thirty (9030) days after the earlier of (1) the date a Responsible Officer of the Servicer obtains knowledge thereof or (2) the date on which written notice of such failurethereof, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee, or to the Servicer and the Trustee by the Required Noteholders of any Series of Notes adversely affected thereby; provided, however, that if such failure cannot reasonably be cured within such thirty (30) day period, no Servicer Default shall result therefrom so long as, within such thirty (30) day period, the Servicer (x) commences to cure same, (y) delivers written notice to the Trustee notifying the Trustee of such failure and setting forth the steps the Servicer intends to take in order to cure such failure, and (z) thereafter diligently prosecutes such cure to completion and completely cures such failure on or before the fiftieth (50th) day after the earlier of the dates set forth in clause (1) and clause (2) above, or (B) any other representation, warranty or certification made by the Servicer in this Indenture or any Supplement or in any certificate delivered pursuant to this Indenture or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Noteholders of any Series of Notes and which material adverse effect continues for a period of thirty (30) days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the ServicerServicer by the Trustee, and or to the related Servicer and the Trustee by the Noteholders, evidencing not less than 25% Required Noteholders of the Outstanding Amount any Series of the NotesNotes adversely affected thereby; or (cv) the occurrence an Event of an Insolvency Event Bankruptcy shall occur with respect to the Servicer; providedthen, howeverin the event of any Servicer Default, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, so long as the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes Trustee, or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), Required Beneficiaries by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a "Termination Notice"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Indenture (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the any indemnities which by their terms survive any such termination). (b) of After receipt by the Servicer under this Agreement. On or after of a Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 4.17 of this Indenture, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Indenture shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02(a "Service Transfer"); and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether Service Transfer. (c) The Servicer agrees to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreementto conduct servicing hereunder, including including, without limitation, the transfer to the such Successor Servicer of (i) all authority to service the Vehicles provided for administration by it under this Indenture, (ii) all authority over all Collections which shall on the date of all cash amounts that shall at the time transfer be held by the predecessor Servicer for deposit, or which have been deposited by the predecessor Servicer, Servicer in the Accounts Collection Accounts, or the Certificate Distribution Account or which shall thereafter be received with respect to the Receivables that shall at that time by held by Vehicles, and (iii) all authority to direct the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys’ fees) incurred in connection Trustee with transferring the Receivable Files respect to the Successor Servicer and amending this Agreement to reflect such succession as Servicer allocation of payments received from Manufacturers pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.to

Servicer Defaults. If any one of the following events (each, a “----------------- "Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultafter the SMT Termination ----------------- Date: (a) any failure by the Servicer to deliver to the related Trustee for make any payment, transfer or deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct give instructions or notice to the Indenture Trustee pursuant to the Indenture or to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice of such failure, requiring the same is required to be remediedmade or given, shall have been given (i) to as the Servicer by case may be, under the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% terms of the Outstanding Amount of the Notes;this Agreement; or (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Documentwhich has a material adverse effect on the Noteholders, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Servicer by the related Trustee Owner Trustee, or (B) to the Servicer, Servicer and to the related Owner Trustee by the Noteholders, evidencing Noteholders holding not less than 2550% of the Outstanding Amount principal amount of any Series adversely affected thereby and continues to materially adversely affect such Noteholders for such period; or the Servicer's delegation of its duties under this Agreement except as permitted by Section 5.7; or ----------- (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Noteholders and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner Trustee, or to the Servicer and the Owner Trustee by the Noteholders holding not less than 50% of the Notesoutstanding principal amount of any Series adversely affected thereby and continues to materially adversely affect such Noteholders for such period, or if such failure cannot be cured within such 60-day period owing to causes beyond the control of the Servicer, if the Servicer shall fail to proceed promptly to cure the same and prosecute the curing of such failure with diligence and continuity; or (cd) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause Servicer shall (a) above shall have been caused by Force Majeure or other similar occurrencesbecome insolvent, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused fail to pay its debts generally as they become due, (c) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law, or (d) become a party to (or be made the subject of) any proceeding provided for by Force Majeure any Debtor Relief Law, other than as a creditor or other similar occurrencesclaimant, and, in the event such proceeding is involuntary, the ninety (90) day grace period referred to in petition instituting same is not dismissed within 60 days after its filing; then, so long as such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less holding more than 2550% of the Outstanding Amount aggregate outstanding principal amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Notes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Owner Trustee if given by the Noteholders) (a "Termination Notice"), ------------------ may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this AgreementAgreement and in and to the Receivables and the proceeds thereof. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Owner Trustee pursuant to Section 7.2, all authority ----------- and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in a Successor Servicer; and the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwiseservicing rights. The predecessor Servicer shall agrees to cooperate with the Owner Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in any Collection Account or Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with respect this Section 7.1 ----------- shall require the Servicer to the Receivables that shall at that time by 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 disclose to the Successor Servicer and amending this Agreement information of any kind which the Servicer reasonably deems to reflect such succession as be confidential, the Successor Servicer pursuant to this Section shall be paid by required to enter into such customary licensing and confidentiality agreements as the predecessor Servicer upon presentation shall deem necessary to protect its interest. The Servicer shall, on the date of reasonable documentation any servicing transfer, transfer all of such costs its rights and expenses. Any costs or expenses incurred obligations, if any, in connection with a Servicer Default shall constitute an expense respect of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof Enhancement to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating AgencySuccessor Servicer.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromwithdrawal or payment on or before the date occurring five days after the date such payment, which failure continues unremedied for a period transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of five (5) Business Days after discovery of this Agreement or any applicable Supplement; provided, however, that any such failure caused by an officer a nonwillful act of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to not constitute a Servicer Default if the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notespromptly remedies such failure within five business days after receiving notice thereof; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentSupplement, which failure shall has a material adverse effect on the Investor Certificateholders of any Series (iwithout regard to the amount of any Enhancement) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (Bc) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series (without regard to the amount of any Enhancement) and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or (d) the Servicer shall consent 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 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, marshalling 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 60 days; or the Servicer 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 reorganization statute, make any assignment for the related Trustee by benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied, either the NoteholdersTrustee, or the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a "Termination Notice"), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds and Net Interchange (if any) applicable to the Trust. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with respect this Section 10.1 shall require the Servicer to the Receivables that shall at that time by 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 disclose to the Successor Servicer and amending this Agreement information of any kind which the Servicer reasonably deems to reflect such succession as be confidential, the Successor Servicer pursuant to this Section shall be paid by required to enter into such customary licensing and confidentiality agreements as the predecessor Servicer upon presentation shall deem necessary to protect its interests. The Servicer shall, on the date of reasonable documentation any servicing transfer, transfer all of such costs its rights and expensesobligations under the Enhancement with respect to any Series to the Successor Servicer. Any costs Notwithstanding the foregoing, a delay in or expenses incurred in connection with failure of performance referred to under subsection 10.1(a) for a period of ten (10) Business Days after the applicable grace period or under subsection 10.1(b) or (c) for a period of sixty (60) Business Days after the 95 applicable grace period shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best reasonable efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If A “Servicer Default” shall be deemed to have occurred if any one of the following events (each, a “Servicer Default”) shall occur with respect to Servicer, and the Issuer shall have provided written notice to Servicer declaring the existence of such Servicer Default and requiring the same to be continuing there shall be a Servicer Defaultremedied: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, which failure continues unremedied for a period of five (5) transfer or deposit on or before the date occurring ten Business Days after discovery of the date such payment, transfer or deposit is required to be made or given by Servicer, as the case may be; provided, that, if such delay or failure was caused by an officer act of the God or other similar occurrence, then a Servicer or Default shall not be deemed to have occurred under this Section 5.1(a) until 35 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; ; (b) failure by on the part of Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any (other Basic Documentthan Section 2.14) which has a material adverse effect on Issuer, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety 90 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Servicer by Issuer; provided, that, if such failure was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(b) unless such failure continues unremedied for a period of 150 days after such notice; (90c) any representation or warranty made by Servicer in this Agreement shall prove to have been incorrect when made, which has a material adverse effect on Issuer and which continues to be incorrect in any material respect for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by Issuer; provided, that, if the related Trustee inaccuracy was caused by an act of God or (Bother similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(c) unless such representation or warranty continues to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% be incorrect in any material respect for a period of the Outstanding Amount of the Notes; or150 days after such notice; (cd) the occurrence of an any Insolvency Event with respect to the Servicer; providedthen, howeverin any such event, that (A) if any delay or failure Issuer may, by delivery of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuingTermination Notice to Servicer, either terminate the Noteholders evidencing not less than 25% servicing responsibilities of Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by Servicer. Upon the Outstanding Amount delivery of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in any such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such Successor Servicer acting pursuant to Section 6.2, provided, that notwithstanding anything to the contrary herein, Servicer agrees to act as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, Servicer and to do or accomplish all other acts or things necessary or appropriate continue to effect follow the purposes of such notice of termination, whether procedures set forth in this Agreement with respect to complete Collections on the transfer and endorsement of the Underlying Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the under this Agreement until a Successor Servicer and the Trustees in effecting the termination of has assumed the responsibilities and rights obligations of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency6.2.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Default(regardless of the reason therefor) with respect to Master Servicer: (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after discovery of the date such payment, transfer or deposit is required to be made or given by Master Servicer, as the case may be; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Master Servicer and the delay or failure was caused by an officer act of the God or other similar occurrence, then a Servicer or Default shall not be deemed to have occurred under this Section 5.1(a) until thirty-five (35) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic Documentwhich has a material adverse effect on Owner, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety sixty (9060) days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Master Servicer by Owner; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Master Servicer and the delay or failure was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred Servicing Agreement under this Section 5.1(b) until one hundred twenty (120) days after the date of such failure; (c) Master Servicer delegates its duties, except as specifically permitted under Section 2.1, and such delegation continues for fifteen (15) days after written notice to Master Servicer by Owner; (d) any representation, warranty or certification made by Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on Owner and which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such error or defect, requiring the same to be corrected or remedied, shall have been given (A) to the Master Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the ServicerOwner; provided, howeverthat, that (A) if any the error or defect could not have been prevented by the exercise of reasonable due diligence by Master Servicer and the delay or failure of performance referred to in clause (a) above shall have been was caused by Force Majeure an act of God or other similar occurrencesoccurrence, the five (5) Business Day grace period referred to in such clause (a) then Master Servicer shall be extended for have an additional sixty (60) days and to cure the default; or (Be) if any delay Master Servicer shall fail generally to, or failure of performance referred to admit in clause (b) above writing its inability to, pay its debts as they become due; or a proceeding shall have been caused by Force Majeure instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of Master Servicer in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar occurrencesofficial of Master Servicer or for any substantial part of its property, or for the ninety (90) day grace winding-up or liquidation of its affairs and, if instituted against Master Servicer, any such proceeding shall continue undismissed or unstayed and in effect, for a period referred to in such clause (b) shall be extended for an additional of sixty (60) consecutive days. If , or any of the actions sought in such proceeding shall occur; or the commencement by Master Servicer, of a voluntary case under any Debtor Relief Law, or such Person's consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or any general assignment for the benefit of creditors; or Master Servicer shall have taken any corporate action in furtherance of any of the foregoing actions; then, in any such event, Owner may, by delivery of a Servicer Default shall have occurred and be continuingTermination Notice to Master Servicer, either terminate the Noteholders evidencing not less than 25% servicing responsibilities of Master Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by Master Servicer. Upon the Outstanding Amount delivery of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in any such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such Successor Master Servicer acting pursuant to Section 6.2, provided, that notwithstanding anything to the contrary herein, Master Servicer agrees to act as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, Master Servicer and to do or accomplish all other acts or things necessary or appropriate continue to effect follow the purposes of such notice of termination, whether procedures set forth in this Agreement with respect to complete Collections on the transfer and endorsement of the Transferred Receivables and related documents, or otherwise. The predecessor under this Agreement until a Successor Master Servicer shall cooperate with the Successor Servicer and the Trustees in effecting the termination of has assumed the responsibilities and rights obligations of the predecessor Master Servicer under this Agreement, including the transfer in accordance with Section 6.2. Master Servicer shall send written notice 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice Owner promptly after becoming aware of the occurrence of any Servicer Default or any event that, with notice or lapse of time or both, would become a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration . Servicing Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any payment, transfer or deposit or to give instructions or notice to the Administrative Agent as required distributions therefromby this Agreement including, which without limitation, delivery of any Information Package and, (i) in the case of failure continues to deliver an Information Package such failure shall remain unremedied for a period of five two (52) Business Days after discovery the earliest to occur of such failure by an officer of the Servicer or after the date on which (A) written notice of such failure, requiring the same to be remedied, thereof shall have been given (i) by the Administrative Agent to the Master Servicer by or (B) the related Trustee or Master Servicer shall have otherwise become aware of such failure and (ii) in the case of failure to the Servicer and make any payment or deposit to the Trustees be made by the Noteholders, evidencing not less than 25% of Master Servicer such failure shall remain unremedied for three (3) Business Days after the Outstanding Amount of the Notesdue date thereof; (b) any failure by on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic DocumentTransaction Document to which the Master Servicer is a party, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety (90) 30 days after the first to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Master Servicer by the related Trustee or Administrative Agent and (Bii) to the Servicer, and to date on which the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; orMaster Servicer becomes aware thereof; (c) any representation, warranty or certification made by the occurrence Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which continues to be unremedied for a period of an Insolvency Event with respect 30 days after the first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the ServicerMaster Servicer by the Administrative Agent and (ii) the date on which the Master Servicer becomes aware thereof; provided, however, that (A) if in the case of any delay representation, warranty or failure of performance referred to certification that was not made in clause (a) above shall have been caused by Force Majeure or other similar occurrenceswriting, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuingoccur hereunder only if such representation, either warranty or certification was reasonably relied upon by the Noteholders evidencing not less than 25% Administrative Agent and/or the Purchaser; (d) a Credit Event shall occur or any bankruptcy, insolvency or similar event occurs with respect to the Master Servicer; or (e) any change in the control of the Outstanding Amount Master Servicer which takes the form of either a merger or consolidation in which the Notes or Master Servicer is not the Indenture Trusteesurviving entity. Notwithstanding anything herein to the contrary, at the request or direction of the Noteholders evidencing so long as any such Servicer Default shall not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and remedied, the Indenture has been discharged in accordance with its termsAdministrative Agent, by holders of Certificates evidencing not less than 25% of written notice to the Percentage InterestsMaster Servicer (a "Termination Notice"), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Master Servicer as Master Servicer under this Agreement. On or after the date specified in such written notice, all authority Agreement and power of the appoint a successor Master Servicer under this Agreement, whether with respect satisfactory to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested Administrative Agent (in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating AgencyAdministrative Agent's sole discretion).

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any payment, transfer or deposit or to give instructions or notice to any Agent as required distributions therefromby this Agreement including, which without limitation, delivery of any Information Package or Interim Information Package or any failure continues to make any payment or deposit required to be made in order to reduce the Asset Interest to the Allocation Limit and, (i) in the case of failure to deliver an Information Package or Interim Information Package, s the case may be, such failure shall remain unremedied for a period of five two (52) Business Days after discovery the earliest to occur of such failure by an officer of the Servicer or after the date on which (A) written notice of such failure, requiring the same to be remedied, thereof shall have been given (i) by any Agent to the Master Servicer by or (B) the related Trustee or Master Servicer shall have otherwise become aware of such failure and (ii) except with respect to any payment or deposit required to be made in order to reduce the Asset Interest to the Servicer and Allocation Limit which shall be made when due, in the case of failure to the Trustees make any payment or deposit to be made by the Noteholders, evidencing not less than 25% of Master Servicer such failure shall remain unremedied for three (3) Business Days after the Outstanding Amount of the Notesdue date thereof; (b) any failure by on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic DocumentTransaction Document to which the Master Servicer is a party, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety (90) 30 days after the first to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Master Servicer by any Agent and (ii) the related Trustee or (B) to date on which the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; orMaster Servicer becomes aware thereof; (c) any representation, warranty or certification made by the occurrence Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which continues to be unremedied for a period of an Insolvency Event with respect 30 days after the first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the ServicerMaster Servicer by any Agent and (ii) the date on which the Master Servicer becomes aware thereof; provided, however, that (A) if in the case of any delay representation, warranty or failure of performance referred to certification that was not made in clause (a) above shall have been caused by Force Majeure or other similar occurrenceswriting, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuingoccur hereunder only if such representation, either warranty or certification was reasonably relied upon by any Agent and/or the Noteholders evidencing not less than 25% Purchasers; (d) a Credit Event shall occur or any bankruptcy, insolvency or similar event occurs with respect to the Master Servicer; or (e) any change in the control of the Outstanding Amount Master Servicer which takes the form of either a merger or consolidation in which the Notes or Master Servicer is not the Indenture Trusteesurviving entity. Notwithstanding anything herein to the contrary, at the request or direction of the Noteholders evidencing so long as any such Servicer Default shall not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and remedied, the Indenture has been discharged in accordance with its termsAgents, by holders of Certificates evidencing not less than 25% of written notice to the Percentage InterestsMaster Servicer (a "Termination Notice"), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Master Servicer as Master Servicer under this Agreement. On or after the date specified in such written notice, all authority Agreement and power of the appoint a successor Master Servicer under this Agreement, whether with respect satisfactory to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested Agents (in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating AgencyAgents' sole discretion).

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Default(regardless of the reason therefor) with respect to Master Servicer: (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after discovery of the date such payment, transfer or deposit is required to be made or given by Master Servicer, as the case may be; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such failure was caused by an officer act of the God or other similar occurrence, then a Servicer or Default shall not be deemed to have occurred under this Section 5.1(a) until thirty-five (35) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic Documentwhich has a material adverse effect on Owner, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety sixty (9060) days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Master Servicer by Owner; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such failure was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(b) until one hundred twenty (120) days after the date of such failure; (c) Master Servicer delegates its duties, except as specifically permitted under Section 2.1, and such delegation continues for fifteen (15) days after written notice to Master Servicer by Owner; (d) any representation, warranty or certification made by Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on Owner and which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such error or defect, requiring the same to be corrected or remedied, shall have been given (A) to the Master Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the ServicerOwner; provided, howeverthat, that (A) if any delay the error or failure of performance referred to in clause (a) above shall defect could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such error or defect was caused by Force Majeure an act of God or other similar occurrencesoccurrence, the five (5) Business Day grace period referred to in such clause (a) then Master Servicer shall be extended for have an additional sixty (60) days and to cure the default; or (Be) if any delay Master Servicer shall fail generally to, or failure of performance referred to admit in clause (b) above writing its inability to, pay its debts as they become due; or a proceeding shall have been caused by Force Majeure instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of Master Servicer in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar occurrencesofficial of Master Servicer or for any substantial part of its property, or for the ninety (90) day grace winding-up or liquidation of its affairs and, if instituted against Master Servicer, any such proceeding shall continue undismissed or unstayed and in effect, for a period referred to in such clause (b) shall be extended for an additional of sixty (60) consecutive days. If , or any of the actions sought in such proceeding shall occur; or the commencement by Master Servicer, of a voluntary case under any Debtor Relief Law, or such Person’s consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or any general assignment for the benefit of creditors; or Master Servicer shall have taken any corporate action in furtherance of any of the foregoing actions; then, in any such event, Owner may, by delivery of a Servicer Default shall have occurred and be continuingTermination Notice to Master Servicer, either terminate the Noteholders evidencing not less than 25% servicing responsibilities of Master Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by Master Servicer. Upon the Outstanding Amount delivery of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in any such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such Successor Master Servicer acting pursuant to Section 6.2, provided, that notwithstanding anything to the contrary herein, Master Servicer agrees to act as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, Master Servicer and to do or accomplish all other acts or things necessary or appropriate continue to effect follow the purposes of such notice of termination, whether procedures set forth in this Agreement with respect to complete Collections on the transfer and endorsement of the Transferred Receivables and related documents, or otherwise. The predecessor under this Agreement until a Successor Master Servicer shall cooperate with the Successor Servicer and the Trustees in effecting the termination of has assumed the responsibilities and rights obligations of the predecessor Master Servicer under this Agreement, including the transfer in accordance with Section 6.2. Master Servicer shall send written notice to the Successor Servicer for administration by it of all cash amounts that Owner and Owner 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 Certificate Distribution Account or thereafter received with respect forward such notice to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice S&P promptly after becoming aware of the occurrence of any Servicer Default or any event that, with notice or lapse of time or both, would become a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesNotes [of the Controlling Class]; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesNotes [of the Controlling Class]; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty ninety (6090) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a then, and in each and every case, so long as the Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes [of the Controlling Class] or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes [of the Controlling Class] (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there continuing, it shall be constitute a servicer default (each such event, a "Servicer Default:"): (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any payment, transfer or deposit as required distributions therefromby this Agreement including, without limitation, delivery of any Settlement Report and, such failure shall remain unremedied for two (2) Business Days after the earliest to occur of (A) written notice thereof shall have been given by the Agent to the Master Servicer or (B) a Senior Officer of the Master Servicer shall have actual knowledge thereof or should have had knowledge thereof if such Senior Officer had exercised reasonable care in the performance of his or her duties; (b) any failure on the part of the Master Servicer duly to observe or perform any term, covenant or agreement of the Master Servicer set forth in this Agreement or the Sale Agreement or to give instructions or notice to the Agent as required by the Transaction Documents, which failure continues unremedied for a period of five (5) Business Days days after discovery the first to occur of such failure by an officer of the Servicer or after (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given to the Master Servicer by the Agent and (ii) the date on which a Senior Officer of the Master Servicer shall have actual knowledge thereof or should have had knowledge thereof if such Senior Officer had exercised reasonable care in the performance of his or her duties; (c) any representation, warranty or certification made by the Master Servicer (or any of its officers) in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made; provided that the materiality qualification in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality qualification; (d) An Event of Bankruptcy shall have occurred and remain continuing with respect to the Master Servicer; (e) any Change in Control with respect to the Master Servicer shall occur; (f) any change by the Master Servicer in the Credit and Collection Policy which shall materially adversely affect the collectibility of the Receivables without the prior written consent of the Agent; (g) [Reserved]; (h) Any default under any other agreement or instrument relating to the purchase of receivables in an aggregate amount in excess of $5,000,000 of the Master Servicer, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default (i) is to permit the termination of the commitment of any party to such agreement or instrument to purchase receivables or the right of the Master Servicer to reinvest in receivables the principal amount paid by the related Trustee any party to such agreement or instrument for its interest in receivables or (ii) is to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notesterminate such commitment or right; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes[Reserved]; or (cj) An Event of Default (as defined in the occurrence of an Insolvency Event with respect Credit Agreement) shall have occurred. Notwithstanding anything herein to the Servicer; providedcontrary, however, that (A) if so long as any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and remedied, the Indenture has been discharged in accordance with its termsAgent, by holders of Certificates evidencing not less than 25% of written notice to the Percentage InterestsMaster Servicer (a "Termination Notice"), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Master Servicer as Master Servicer under this Agreement. On or after the date specified in such written notice, all authority Agreement and power of the appoint a successor Master Servicer under this Agreement, whether with respect satisfactory to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested Agent (in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating AgencyAgent's sole discretion).

Servicer Defaults. If A “Servicer Default” shall be deemed to have occurred if any one of the following events (each, a “Servicer Default”) shall occur with respect to Servicer, and Issuer shall have provided written notice to Servicer declaring the existence of such Servicer Default and requiring the same to be continuing there shall be a Servicer Defaultremedied: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, which failure continues unremedied for a period of five (5) transfer or deposit on or before the date occurring ten Business Days after discovery of the date such payment, transfer or deposit is required to be made or given by Servicer, as the case may be; provided, that, if such delay or failure was caused by an officer act of the God or other similar occurrence, then a Servicer or Default shall not be deemed to have occurred under this Section 5.1(a) until 35 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Documentwhich has a material adverse effect on Issuer, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety 90 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Servicer by Issuer; provided, that, if such failure was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(b) unless such failure continues unremedied for a period of 150 days after such notice; (90c) any representation or warranty made by Servicer in this Agreement shall prove to have been incorrect when made, which has a material adverse effect on Issuer and which continues to be incorrect in any material respect for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the ServicerIssuer; provided, howeverthat, that (A) if any delay or failure of performance referred to in clause (a) above shall have been the inaccuracy was caused by Force Majeure an act of God or other similar occurrencesoccurrence, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If then a Servicer Default shall not be deemed to have occurred and under this Section 5.1(c) unless such representation or warranty continues to be continuingincorrect in any material respect for a period of 150 days after such notice; (d) any Insolvency Event occurs with respect to Servicer; then, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trusteein any such event, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its termsIssuer may, by holders delivery of Certificates evidencing not less than 25% a Servicer Termination Notice to Servicer, terminate the servicing responsibilities of Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by Servicer. Upon the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date delivery of the termination) of the Servicer under this Agreement. On or after the date specified in any such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such Successor Servicer acting pursuant to Section 6.2, provided, that notwithstanding anything to the contrary herein, Servicer agrees to act as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, Servicer and to do or accomplish all other acts or things necessary or appropriate continue to effect follow the purposes of such notice of termination, whether procedures set forth in this Agreement with respect to complete Collections on the transfer and endorsement of the Serviced Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the under this Agreement until a Successor Servicer and the Trustees in effecting the termination of has assumed the responsibilities and rights obligations of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency6.2.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Default(regardless of the reason therefor) with respect to Master Servicer: (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after discovery of the date such payment, transfer or deposit is required to be made or given by Master Servicer, as the case may be; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such failure was caused by an officer act of the God or other similar occurrence, then a Servicer or Default shall not be deemed to have occurred under this Section 5.1(a) until thirty-five (35) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic Documentwhich has a material adverse effect on Owner, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety sixty (9060) days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Master Servicer by Owner; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such failure was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(b) until one hundred twenty (120) days after the date of such failure; (c) Master Servicer delegates its duties, except as specifically permitted under Section 2.1, and such delegation continues for fifteen (15) days after written notice to Master Servicer by Owner; (d) any representation, warranty or certification made by Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on Owner and which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such error or defect, requiring the same to be corrected or remedied, shall have been given (A) to the Master Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the ServicerOwner; provided, howeverthat, that (A) if any delay the error or failure of performance referred to in clause (a) above shall defect could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such error or defect was caused by Force Majeure an act of God or other similar occurrencesoccurrence, the five (5) Business Day grace period referred to in such clause (a) then Master Servicer shall be extended for have an additional sixty (60) days and to cure the default; or (Be) if any delay Master Servicer shall fail generally to, or failure of performance referred to admit in clause (b) above writing its inability to, pay its debts as they become due; or a proceeding shall have been caused by Force Majeure instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of Master Servicer in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar occurrencesofficial of Master Servicer or for any substantial part of its property, or for the ninety (90) day grace winding-up or liquidation of its affairs and, if instituted against Master Servicer, any such proceeding shall continue undismissed or unstayed and in effect, for a period referred to in such clause (b) shall be extended for an additional of sixty (60) consecutive days. If , or any of the actions sought in such proceeding shall occur; or the commencement by Master Servicer, of a voluntary case under any Debtor Relief Law, or such Person’s consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or any general assignment for the benefit of creditors; or Master Servicer shall have taken any corporate action in furtherance of any of the foregoing actions; then, in any such event, Owner may, by delivery of a Servicer Default shall have occurred and be continuingTermination Notice to Master Servicer, either terminate the Noteholders evidencing not less than 25% servicing responsibilities of Master Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by Master Servicer. Upon the Outstanding Amount delivery of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in any such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such Successor Master Servicer acting pursuant to Section 6.2, provided, that notwithstanding anything to the contrary herein, Master Servicer agrees to act as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, Master Servicer and to do or accomplish all other acts or things necessary or appropriate continue to effect follow the purposes of such notice of termination, whether procedures set forth in this Agreement with respect to complete Collections on the transfer and endorsement of the Transferred Receivables and related documents, or otherwise. The predecessor under this Agreement until a Successor Master Servicer shall cooperate with the Successor Servicer and the Trustees in effecting the termination of has assumed the responsibilities and rights obligations of the predecessor Master Servicer under this Agreement, including the transfer in accordance with Section 6.2. Master Servicer shall send written notice to the Successor Servicer for administration by it of all cash amounts that Owner and Owner 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 Certificate Distribution Account or thereafter received with respect forward such notice to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice S&P promptly after becoming aware of the occurrence of any Servicer Default or any event that, with notice or lapse of time or both, would become a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, . 20 Amended and in accordance with Section 1.02(c) of the Administration Restated Servicing Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; provided, however, that any such failure caused by a non- willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Business Days after receiving notice of such failure by an officer of the Servicer or after the date on which written notice otherwise becoming aware of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Certificateholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or (Bd) the Servicer shall consent to the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling 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 60 days; or the Servicer 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 reorganization statute, make any assignment for the related Trustee by benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied, either the NoteholdersTrustee, or the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a "Termination Notice"), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account, the Interest Funding Account or the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Receivables that shall at that time by held by the predecessor Successor Servicer. All In connection with any service transfer, all reasonable costs and expenses (including servicer conversion costs and attorneys’ ' fees) incurred in connection with transferring the Receivable Files records, correspondence and other documents with respect to the Receivables and the other Trust Property to the Successor Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the predecessor Servicer (unless the Trustee is acting as the Servicer on a temporary basis, in which case the original Servicer shall be responsible therefor) upon presentation of reasonable documentation of such costs and expenses. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.1(a) for a period of five Business Days or under subsection 10.1(b) or (c) for a period of 60 days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications outages, computer failure or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If The occurrence of any one or more of the following events (each, shall constitute a “"Servicer Default”) shall occur and be continuing there shall be a Servicer Default": (a) any failure by the The Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee shall fail to make any payment or deposit to the Custodian, the Agent, any Purchaser or any Administrator required distributions therefrom, which under the provisions of Section 4.05 of this Agreement when due and such failure continues unremedied shall continue for a period one (1) Business Day after such due date; (b) The Servicer shall fail to make any payment or deposit required under the provisions hereof or of the other Transaction Documents (other than those contemplated in (a) hereinabove) when due and such failure shall continue for five (5) Business Days after discovery of such due date; (c) The Servicer shall fail to perform or observe any term, covenant or agreement hereunder or under any other Transaction Document (other than as referred to in paragraph (a) or (b)) and such failure by an officer shall continue for fifteen (15) days after the earlier of (i) the date on which the Servicer or after obtains knowledge thereof and (ii) the date on which written notice of such failurethereof is given to the Servicer; (d) Any representation, requiring warranty, certification or statement made by the same Servicer in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to be remedied, shall have been given incorrect in any material respect when made or deemed made and either (i) the failure of such representation, warranty, certification or statement to the Servicer by the related Trustee be true and correct shall have a Material Adverse Effect or (ii) such representation, warranty, certification or statement shall continue to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notesbe incorrect; (bi) failure The Servicer or any of its Subsidiaries 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 any such Person 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, arrangement, insolvency or reorganization or relief of debtors, or seeking the Servicer duly 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 any such Person shall be appointed, whether under private right or pursuant to observe any such proceeding, or (ii) any such Person shall take any corporate action to perform in authorize any material respect any other covenants or agreements of the Servicer actions set forth in this Agreement or any other Basic Document, which failure shall clause (i) materially above in this subsection (e); (f) The Custodian ceases to hold the Pool Assets as agent and adversely affect bailee for the rights Seller and the Purchaser or the Agent for the benefit of Certificateholders or Noteholders the Purchasers shall cease to have a valid and perfected first priority ownership interest in the Dealer Receivables, the Related Security, the Collections with respect thereto and the Deposit Accounts; (iig) continue unremedied for a period The long-term senior unsecured debt of ninety AGCO U.S. shall not be rated at least B+ by S&P and at least B1 by Moo▇▇'▇; (90h) days after the date on which written notice of such failure, requiring the same to be remedied, A material adverse change shall have been given occurred in the collectibility of the Dealer Receivables generally or of any material portion of the Dealer Receivables; or (Ai) to One or more final judgments for the Servicer by payment of money in excess of U.S. $10,000,000 or the related Trustee or (B) to Canadian Dollar Equivalent thereof shall be entered against the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of the Outstanding Amount of the Notesexecution; or (cj) The failure of the occurrence Servicer to pay any Indebtedness when due in excess of an Insolvency Event with respect U.S. $10,000,000 or the Canadian Dollar Equivalent thereof and the continuance of such failure after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or the default by the Servicer in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Servicer shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Servicerdate of maturity thereof; provided, however, that (A) if any notwithstanding the foregoing, a delay in or a failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the and (b) for a period of five (5) Business Day grace period Days, or referred to under clauses (c) or (d) for a period of fifteen (15) days (in such clause addition to any period provided in (a), (b), (c) or (d) (together, the "Additional Grace Periods") shall be extended for an additional sixty (60) days and (B) not constitute a Servicer Default until the expiration of such Additional Grace Periods, if any such delay or failure could not be prevented by the exercise of performance referred to in clause (b) above shall have been reasonable diligence by the Servicer and such delay was caused by Force Majeure or other similar occurrencesforce majeure. For greater certainty, the ninety (90) day grace period referred to any reference in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing this Section 9.07 to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreementincludes AGCO U.S., whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested not acting in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession its capacity as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agencyhereunder.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written such payment, transfer, deposit, withdrawal or drawing or such instruction or notice of such failure, requiring the same is required to be remediedmade or given, shall have been given (i) to as the Servicer by case may be, under the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% terms of the Outstanding Amount of the Notesthis Agreement; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Certificateholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.07; (Bc) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or (d) the Servicer shall consent 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 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, marshalling 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 60 days; or the Servicer 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 reorganization statute, make any assignment for the related Trustee by benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied, either the NoteholdersTrustee, or the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “Termination Notice”), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Finance Charge Account or the Principal Account and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with respect this Section 10.01 shall require the Servicer to the Receivables that shall at that time by 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 disclose to the Successor Servicer and amending this Agreement information of any kind which the Servicer reasonably deems to reflect such succession as be confidential, the Successor Servicer pursuant to this Section shall be paid by required to enter into such customary licensing and confidentiality agreements as the predecessor Servicer upon presentation shall deem necessary to protect its interests. The Servicer shall, on the date of reasonable documentation any servicing transfer, transfer all of such costs its rights and expensesobligations under the Enhancement with respect to any Series to the Successor Servicer. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.01(a) for a period of 10 Business Days or under subsection 10.01(b) or (c) for a period of 60 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; provided, however, that any such failure caused by a non- willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Business Days after receiving notice of such failure by an officer of the Servicer or after the date on which written notice otherwise becoming aware of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Securityholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) the Transferor, or to the Servicer, the Transferor and to the related Trustee by the Noteholders, Holders of Investor Securities evidencing Undivided Interests aggregating not less than 2550% of the Outstanding Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Securityholders for such period; or the NotesServicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Securityholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or the Transferor, or to the Servicer, the Transferor and the Trustee by the Holders of Investor Securities evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Securityholders for such period; or (cd) the occurrence of an Insolvency Event with respect Servicer shall consent to the Servicerappointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling 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; providedor a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, howeverreadjustment of debt, that (A) if any delay marshalling of assets and liabilities or failure similar proceedings, or for the winding-up or liquidation of performance referred to in clause (a) above its affairs, shall have been caused by Force Majeure entered against the Servicer, and such decree or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above order shall have been caused by Force Majeure remained in force undischarged or other similar occurrencesunstayed for a period of 60 days; or the Servicer 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 reorganization statute, make any assignment for the ninety (90) day grace period referred to in benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either any of the Noteholders Transferor (with the consent of the Holders of Investor Securities evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of Aggregate Invested Amount), the Notes Trustee, or the Indenture Trustee, at the request or direction Holders of the Noteholders Investor Securities evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Transferor if given by the NoteholdersInvestor Securityholders) (a "Termination Notice"), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account, the Interest Funding Account or the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Receivables that shall at that time by held by the predecessor Successor Servicer. All In connection with any service transfer, all reasonable costs and expenses (including servicer conversion costs and attorneys’ ' fees) incurred in connection with transferring the Receivable Files records, correspondence and other documents with respect to the Receivables and the other Trust Property to the Successor Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the predecessor Servicer (unless the Trustee is acting as the Servicer on a temporary basis, in which case the original Servicer shall be responsible therefor) upon presentation of reasonable documentation of such costs and expenses. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.1(a) for a period of five Business Days or under subsection 10.1(b) or (c) for a period of 60 days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorism, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications outages, computer failure or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Securities with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If any one of the following events (each, a “----------------- "Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts pursuant to Article IV or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice of such failure, requiring the same is required to be remediedmade or given, shall have been given (i) to as the Servicer by case may be, under the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% terms of the Outstanding Amount of the Notes;this Agreement; or (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Documentwhich has a material adverse effect on the Certificateholders, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Servicer by the related Trustee Trustee, or (B) to the Servicer, Servicer and to the related Trustee by the Noteholders, Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 2550% of the Outstanding Investor Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the NotesServicer's delegation of its duties under this Agreement except as permitted by Section 8.7; or (c) any representation, warranty or certification made by the occurrence Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Certificateholders and which continues to be incorrect in any material respect for a period of an Insolvency Event with respect 60 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period, or if such failure cannot be cured within such 60-day period owing to causes beyond the control of the Servicer, if the Servicer shall fail to proceed promptly to cure the same and prosecute the curing of such failure with diligence and continuity; provided, however, that or (Ad) if any delay or failure of performance referred to in clause the Servicer shall (a) above shall have been caused by Force Majeure or other similar occurrencesbecome insolvent, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused fail to pay its debts generally as they become due, (c) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law, or (d) become a party to (or be made the subject of) any proceeding provided for by Force Majeure any Debtor Relief Law, other than as a creditor or other similar occurrencesclaimant, and, in the event such proceeding is involuntary, the ninety (90) day grace period referred to in petition instituting same is not dismissed within 60 days after its filing; then, so long as such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders Trustee, or the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Investor Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a "Termination Notice"), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this AgreementAgreement and in and to the Receivables and the proceeds thereof. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwiseservicing rights. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in any Collection Account or Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with respect this Section 10.1 shall require the Servicer to the Receivables that shall at that time by 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 disclose to the Successor Servicer and amending this Agreement information of any kind which the Servicer reasonably deems to reflect such succession as be confidential, the Successor Servicer pursuant to this Section shall be paid by required to enter into such customary licensing and confidentiality agreements as the predecessor Servicer upon presentation shall deem necessary to protect its interest. The Servicer shall, on the date of reasonable documentation any servicing transfer, transfer all of such costs its rights and expenses. Any costs or expenses incurred obligations, if any, in connection with a Servicer Default shall constitute an expense respect of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof Enhancement to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating AgencySuccessor Servicer.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any payment, transfer or deposit or to give instructions or notice to any Agent as required distributions therefromby this Agreement including, which without limitation, delivery of any Information Package or Interim Information Package or any failure continues to make any payment or deposit required to be made in order to reduce the Asset Interest to the Allocation Limit and, (i) in the case of failure to deliver an Information Package or Interim Information Package, s the case may be, such failure shall remain unremedied for a period of five two (52) Business Days after discovery the earliest to occur of such failure by an officer of the Servicer or after the date on which (A) written notice of such failure, requiring the same to be remedied, thereof shall have been given (i) by any Agent to the Master Servicer by or (B) the related Trustee or Master Servicer shall have otherwise become aware of such failure and (ii) except with respect to any payment or deposit required to be made in order to reduce the Asset Interest to the Servicer and Allocation Limit which shall be made when due, in the case of failure to the Trustees make any payment or deposit to be made by the Noteholders, evidencing not less than 25% of Master Servicer such failure shall remain unremedied for three (3) Business Days after the Outstanding Amount of the Notesdue date thereof; (b) any failure by on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic DocumentTransaction Document to which the Master Servicer is a party, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety (90) 30 days after the first to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Master Servicer by any Agent and (ii) the related Trustee or (B) to date on which the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; orMaster Servicer becomes aware thereof; (c) any representation, warranty or certification made by the occurrence Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which continues to be unremedied for a period of an Insolvency Event with respect 30 days after the first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the ServicerMaster Servicer by any Agent and (ii) the date on which the Master Servicer becomes aware thereof; provided, however, that (A) if in the case of any delay representation, warranty or failure of performance referred to certification that was not made in clause (a) above shall have been caused by Force Majeure or other similar occurrenceswriting, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuingoccur hereunder only if such representation, either warranty or certification was reasonably relied upon by any Agent and/or the Noteholders evidencing not less than 25% Purchasers; (d) a Credit Event shall occur or any bankruptcy, insolvency or similar event occurs with respect to the Master Servicer; or (e) any change in the control of the Outstanding Amount Master Servicer which takes the form of either a merger or consolidation in which the Notes or Master Servicer is not the Indenture Trusteesurviving entity. Notwithstanding anything herein to the contrary, at the request or direction of the Noteholders evidencing so long as any such Servicer Default shall not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and remedied, the Indenture has been discharged in accordance with its termsAgents, by holders of Certificates evidencing not less than 25% of written notice to the Percentage InterestsMaster Servicer (a “Termination Notice”), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Master Servicer as Master Servicer under this Agreement. On or after the date specified in such written notice, all authority Agreement and power of the appoint a successor Master Servicer under this Agreement, whether with respect satisfactory to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested Agents (in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneysAgents’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agencysole discretion).

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; provided, however, that any such failure caused by a non-willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Business Days after receiving notice of such failure by an officer of the Servicer or after the date on which written notice otherwise becoming aware of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Certificateholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other Holders of Investor Certificates evidencing Undivided Interests aggregating not less than the obligations set forth in Section 6.02 that accrued on or prior to the effective date 50% of the terminationInvested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; (c) of any representation, warranty or certification made by the Servicer under in this Agreement. On Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date specified in on which written notice of such written noticefailure, all authority and power of requiring the same to be remedied, shall have been given to the Servicer under this Agreementby the Trustee, whether with respect or to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting Trustee by the termination Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the responsibilities Invested Amount of any Series materially adversely affected thereby and rights of the predecessor Servicer under this Agreement, including the transfer continues to the Successor Servicer materially adversely affect such Investor Certificateholders 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.period; or

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesNotes [of the Controlling Class]; (b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the ServicerServicer or the Seller (as the case may be), and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesNotes [of the Controlling Class]; or (c) the occurrence of an Insolvency Event with respect to the Seller or the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a then, and in each and every case, so long as the Servicer Default shall not have occurred and be continuingbeen remedied, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes [of the Controlling Class] or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes [of the Controlling Class] (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”"SERVICER DEFAULT") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any payment, transfer or deposit or to give instructions or notice to the Administrative Agent as required distributions therefromby this Agreement including, which without limitation, delivery of any Information Package and, (i) in the case of failure continues to deliver an Information Package such failure shall remain unremedied for a period of five two (52) Business Days after discovery the earliest to occur of such failure by an officer of the Servicer or after the date on which (A) written notice of such failure, requiring the same to be remedied, thereof shall have been given (i) by the Administrative Agent to the Master Servicer by or (B) the related Trustee or Master Servicer shall have otherwise become aware of such failure and (ii) in the case of failure to the Servicer and make any payment or deposit to the Trustees be made by the Noteholders, evidencing not less than 25% of Master Servicer such failure shall remain unremedied for three (3) Business Days after the Outstanding Amount of the Notesdue date thereof; (b) any failure by on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic DocumentTransaction Document to which the Master Servicer is a party, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety (90) 30 days after the first to occur of (i) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given (A) to the Master Servicer by the related Trustee Administrative Agent and (ii) the date on which the Master Servicer becomes aware thereof; (c) any representation, warranty or certification made by the Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which continues to be unremedied for a period of 30 days after the first to occur of (Bi) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the ServicerMaster Servicer by the Administrative Agent and (ii) the date on which the Master Servicer becomes aware thereof; PROVIDED, and HOWEVER, that in the case of any representation, warranty or certification that was not made in writing, a Servicer Default shall occur hereunder only if such representation, warranty or certification was reasonably relied upon by the Administrative Agent and/or the Purchaser; (d) a Credit Event shall occur or any bankruptcy, insolvency or similar event occurs with respect to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesMaster Servicer; or (ce) any change in the occurrence control of an Insolvency Event with respect the Master Servicer which takes the form of either a merger or consolidation in which the Master Servicer is not the surviving entity. Notwithstanding anything herein to the Servicer; providedcontrary, however, that (A) if so long as any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and remedied, the Indenture has been discharged in accordance with its termsAdministrative Agent, by holders of Certificates evidencing not less than 25% of written notice to the Percentage InterestsMaster Servicer (a "TERMINATION NOTICE"), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Master Servicer as Master Servicer under this Agreement. On or after the date specified in such written notice, all authority Agreement and power of the appoint a successor Master Servicer under this Agreement, whether with respect satisfactory to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested Administrative Agent (in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating AgencyAdministrative Agent's sole discretion).

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Default(regardless of the reason therefor) with respect to Master Servicer: (a) any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after discovery of the date such payment, transfer or deposit is required to be made or given by Master Servicer, as the case may be; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such failure was caused by an officer act of the God or other similar occurrence, then a Servicer or Default shall not be deemed to have occurred under this Section 5.1(a) until thirty-five (35) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic Documentwhich has a material adverse effect on Owner, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety sixty (9060) days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Master Servicer by Owner; provided, that, if such failure could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such failure was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(b) until one hundred twenty (120) days after the date of such failure; (c) Master Servicer delegates its duties, except as specifically permitted under Section 2.1, and such delegation continues for fifteen (15) days after written notice to Master Servicer by Owner; (d) any representation, warranty or certification made by Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on Owner and which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such error or defect, requiring the same to be corrected or remedied, shall have been given (A) to the Master Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the ServicerOwner; provided, howeverthat, that (A) if any delay the error or failure of performance referred to in clause (a) above shall defect could not have been prevented by the exercise of reasonable due diligence by Master Servicer and such error or defect was caused by Force Majeure an act of God or other similar occurrencesoccurrence, the five (5) Business Day grace period referred to in such clause (a) then Master Servicer shall be extended for have an additional sixty (60) days and to cure the default; or (Be) if any delay Master Servicer shall fail generally to, or failure of performance referred to admit in clause (b) above writing its inability to, pay its debts as they become due; or a proceeding shall have been caused by Force Majeure instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of Master Servicer in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar occurrencesofficial of Master Servicer or for any substantial part of its property, or for the ninety (90) day grace winding-up or liquidation of its affairs and, if instituted against Master Servicer, any such proceeding shall continue undismissed or unstayed and in effect, for a period referred to in such clause (b) shall be extended for an additional of sixty (60) consecutive days. If , or any of the actions sought in such proceeding shall occur; or the commencement by Master Servicer, of a voluntary case under any Debtor Relief Law, or such Person's consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or any general assignment for the benefit of creditors; or Master Servicer shall have taken any corporate action in furtherance of any of the foregoing actions; then, in any such event, Owner may, by delivery of a Servicer Default shall have occurred and be continuingTermination Notice to Master Servicer, either terminate the Noteholders evidencing not less than 25% servicing responsibilities of Master Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by Master Servicer. Upon the Outstanding Amount delivery of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in any such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such Successor Master Servicer acting pursuant to Section 6.2, provided, that notwithstanding anything to the contrary herein, Master Servicer agrees to act as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, Master Servicer and to do or accomplish all other acts or things necessary or appropriate continue to effect follow the purposes of such notice of termination, whether procedures set forth in this Agreement with respect to complete Collections on the transfer and endorsement of the Transferred Receivables and related documents, or otherwise. The predecessor under this Agreement until a Successor Master Servicer shall cooperate with the Successor Servicer and the Trustees in effecting the termination of has assumed the responsibilities and rights obligations of the predecessor Master Servicer under this Agreement, including the transfer in accordance with Section 6.2. Master Servicer shall send written notice to the Successor Servicer for administration by it of all cash amounts that Owner and Owner 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 Certificate Distribution Account or thereafter received with respect forward such notice to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice S&P promptly after becoming aware of the occurrence of any Servicer Default or any event that, with notice or lapse of time or both, would become a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Servicer Defaults. If A “Servicer Default” shall be deemed to have occurred if any one of the following events (each, a “Servicer Default”) shall occur with respect to Servicer, and Issuer shall have provided written notice to Servicer declaring the existence of such Servicer Default and requiring the same to be continuing there shall be a Servicer Defaultremedied: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, which failure continues unremedied for a period of five transfer or deposit on or before the date occurring ten (510) Business Days after discovery of the date such payment, transfer or deposit is required to be made or given by Servicer, as the case may be; provided, that, if such delay or failure was caused by an officer act of the God or other similar occurrence, then a Servicer or Default shall not be deemed to have occurred under this Section 5.1(a) until thirty-five (35) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Documentthat has a material adverse effect on Issuer, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of ninety sixty (9060) days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Servicer by Issuer; provided, that, if such delay or failure was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(b) until one hundred twenty (120) days after date on which such written notice is given to Servicer by Issuer; (c) any representation or warranty made by Servicer in this Agreement shall prove to have been incorrect when made, which has a material adverse effect on Issuer and which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by Issuer; provided, that, if the related Trustee inaccuracy was caused by an act of God or other similar occurrence, then a Servicer Default shall not be deemed to have occurred under this Section 5.1(c) until one hundred twenty (B120) days after the date on which such written notice is given to the Servicer, and to the related Trustee Servicer by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the NotesIssuer; or (cd) the occurrence of an any Insolvency Event with respect to the Servicer; providedand, howeverin any such event, that Issuer may, if directed by the Indenture Trustee (A) if any delay or failure acting at the direction of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure Noteholders of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% 66⅔% of the Outstanding Dollar Principal Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interestsfor all Series), by delivery of a Servicer Termination Notice to Servicer, terminate the servicing responsibilities of Servicer hereunder, without demand, protest or further notice then given in writing to of any kind, all of which are hereby waived by Servicer. Upon the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date delivery of the termination) of the Servicer under this Agreement. On or after the date specified in any such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer acting pursuant to Section 6.2; provided, that notwithstanding anything to the contrary herein, Servicer agrees to act as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, Servicer and to do or accomplish all other acts or things necessary or appropriate continue to effect follow the purposes of such notice of termination, whether procedures set forth in this Agreement with respect to complete Collections on the transfer and endorsement of the Transferred Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the under this Agreement until a Successor Servicer and the Trustees in effecting the termination of has assumed the responsibilities and rights obligations of Servicer in accordance with Section 6.2. For the predecessor Servicer under this Agreementavoidance of doubt, including the transfer to the Successor Servicer for administration by it determination 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of be based solely on the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of provisions in this Section 5.1 and the occurrence of a Servicer Default, material instance of noncompliance with the Indenture Trustee shall give notice thereof to the Administrator, and applicable servicing criteria specified in accordance with Section 1.02(cItem 1122(d) of the Administration Agreement, the Administrator Regulation AB shall make such notice available to each Rating Agencynot be determinative that a Servicer Default has occurred.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of five (5) withdrawal, or payment under any Credit Enhancement on or before the date occurring ten Business Days after discovery of such failure by an officer of the Servicer or after the date on which written such payment, transfer, deposit withdrawal or drawing or such instruction or notice of such failure, requiring the same is required to be remediedmade or given, shall have been given (i) to as the Servicer by case may be, under the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% terms of the Outstanding Amount of the Notesthis Agreement; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Certificateholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (Bc) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or (d) the 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 60 days; or the Servicer 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 reorganization statute, make any assignment for the related Trustee by benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied or waived, either the NoteholdersTrustee, or the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a "Termination Notice"), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited or caused to be deposited by the Servicer, in the Collection Account, the Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds applicable to the Trust. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with respect this Section 10.1 shall require the Servicer to the Receivables that shall at that time by 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 disclose to the Successor Servicer and amending this Agreement information of any kind which the Servicer reasonably deems to reflect such succession as be confidential, the Successor Servicer pursuant to this Section shall be paid by required to enter into each customary licensing and confidentiality agreements as the predecessor Servicer upon presentation shall deem necessary to protect its interests. The Servicer shall, on the date of reasonable documentation any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. The Servicer being terminated shall bear all costs of such costs transfer, including but not limited to those of the Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if any. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.1(a) for a period of 10 Business Days or in subsection 10.1(b) or (c) for a period of 60 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Credit Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If any one Each of the following events (each, shall constitute a “Servicer Default”) shall occur and be continuing there shall be a Servicer Default: (a) any failure by the Servicer to deliver to the related Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, in each case which failure continues unremedied for a period of five (5) three Business Days after discovery the earlier of such failure (i) written notice is received by the Servicer from the applicable Trustee or the Funding Agent or (ii) the actual knowledge of an officer of the Servicer of such failure; (b) any failure by the Servicer duly to observe or perform any other covenant or agreement of the Servicer set forth in this Agreement, the Titling Trust Servicing Agreement or any other Basic Documents which failure materially and adversely affects the rights of the Securityholders and which continues unremedied for 60 days after (A) the date on which giving of written notice of such failure, requiring the same to be remedied, shall have been given failure (i) to the Servicer by either Trustee or the related Trustee Funding Agent or (ii) to the Servicer and to the Trustees either Trustee by the Noteholders, evidencing holders of not less than 25% of the Outstanding Amount of the NotesControlling Class or (B) the actual knowledge of an officer of the Servicer of such failure; (bc) failure any representation, warranty or certification made by the Servicer duly pursuant to observe or to perform in any material respect any other covenants or agreements of this Agreement, the Servicer set forth in this Titling Trust Servicing Agreement or any other Basic DocumentDocuments shall prove to have been incorrect in any material respect when made, which failure and if the consequences of such representation, warranty or certification being incorrect shall (i) materially and adversely affect the rights be susceptible of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) remedy in all material respects, such consequences shall not be remedied in all material respects within 30 days after the date on which giving of written notice of such failure, requiring the same to be remedied, shall have been given (A) failure to the Servicer by or the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% actual knowledge of an officer of the Outstanding Amount Servicer of the Notes; orsuch failure; (cd) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that and (Ae) if any delay or the failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or to remove and replace the Backup Servicer with a Person reasonably acceptable to the Funding Agent within 90 days after the date Funding Agent gives the Servicer a written instruction to remove and replace such Backup Servicer, which notice is given while the Backup Servicer is failing to perform, in any material respect, its obligations specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency6.06.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; provided, however, that any such failure caused by a non- willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Business Days after receiving notice of such failure by an officer of the Servicer or after the date on which written notice otherwise becoming aware of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Securityholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee, or to the Servicer and the Trustee by the Holders of Investor Securities evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Securityholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (Bc) any representation, warranty or certification made by the Servicer in this Agreement or in any security delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Securityholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Securities evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Securityholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling 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 60 days; or the Servicer 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 reorganization statute, make any assignment for the related Trustee by benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied, either the NoteholdersTrustee, or the Holders of Investor Securities evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Securityholders) (a "Termination Notice"), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-in- fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account, the Interest Funding Account or the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Receivables that shall at that time by held by the predecessor Successor Servicer. All In connection with any service transfer, all reasonable costs and expenses (including servicer conversion costs and attorneys’ ' fees) incurred in connection with transferring the Receivable Files records, correspondence and other documents with respect to the Receivables and the other Trust Property to the Successor Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the predecessor Servicer (unless the Trustee is acting as the Servicer on a temporary basis, in which case the original Servicer shall be responsible therefor) upon presentation of reasonable documentation of such costs and expenses. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.1(a) for a period of five Business Days or under subsection 10.1(b) or (c) for a period of 60 days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications outages, computer failure or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Securities with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agencyperform its obligations.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Defaultcontinuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment pursuant to Article IV or to direct instruct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of withdrawal, or payment under any Enhancement on or before the date occurring five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written such payment, transfer, deposit, withdrawal or drawing or such instruction or notice of such failure, requiring the same is required to be remediedmade or given, shall have been given (i) to as the Servicer by case may be, under the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% terms of the Outstanding Amount of the Notesthis Agreement; (b) failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially has a material adverse effect on the Investor Certificateholders of any Series and adversely affect the rights of Certificateholders or Noteholders and (ii) continue which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.07; (Bc) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or (d) the Servicer shall consent 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 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, marshalling 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 60 days; or the Servicer 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 reorganization statute, make any assignment for the related Trustee by benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied, either the NoteholdersTrustee, or the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests)Aggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “Termination Notice”), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as Servicer under this Agreement. On or after After receipt by the Servicer of such Termination Notice, and on the date specified in such written noticethat a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, Agreement shall pass to and be vested in the Indenture Trustee or such a Successor Servicer as may be appointed under Section 7.02Servicer; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer servicing rights and endorsement of the Receivables and related documents, or otherwiseobligations. The predecessor Servicer shall agrees to cooperate with the Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Finance Charge Account or the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for administration by it the continued servicing 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, Receivables in the Accounts or manner and at such times as the Certificate Distribution Account or thereafter received Successor Servicer shall reasonably request. To the extent that compliance with respect this Section 10.01 shall require the Servicer to the Receivables that shall at that time by 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 disclose to the Successor Servicer and amending this Agreement information of any kind which the Servicer reasonably deems to reflect such succession as be confidential, the Successor Servicer pursuant to this Section shall be paid by required to enter into such customary licensing and confidentiality agreements as the predecessor Servicer upon presentation shall deem necessary to protect its interests. The Servicer shall, on the date of reasonable documentation any servicing transfer, transfer all of such costs its rights and expensesobligations under the Enhancement with respect to any Series to the Successor Servicer. Any costs Notwithstanding the foregoing, a delay in or expenses incurred failure of performance referred to in connection with subsection 10.01(a) for a period of 10 Business Days or under subsection 10.01(b) or (c) for a period of 60 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall constitute an expense of administration under Title 11 of not relieve the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of Servicer from using its best efforts to perform its obligations in a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and timely manner in accordance with Section 1.02(c) the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of the Administration Agreement, the Administrator shall make cause of such notice available failure or delay and its efforts so to each Rating Agency.perform its

Servicer Defaults. If any one Each of the following events (each, shall constitute a “Servicer Default”) shall occur and be continuing there shall be a Servicer Default: (a) any failure by the Servicer to deliver to the related Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, in each case which failure continues unremedied for a period of five (5) Business Days after discovery the earlier of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to written notice is received by the Servicer by from the related applicable Trustee or the Agent or (ii) to after a Responsible Officer of the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% obtains actual knowledge of the Outstanding Amount of the Notessuch failure; (b) any failure by the Servicer duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Agreement or any other Basic Document, Document which failure shall materially and adversely affects the value, validity, enforceability or collectibility of the Collateral, the enforceability of any Basic Document or the rights, remedies or interests (including security interests) of any Securityholder or any Financial Party and which continues unremedied for 30 days after the earlier of (i) materially and adversely affect the rights giving of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure (A) to the Servicer by either Trustee or the related Trustee Agent or (B) to the Servicer, Servicer and to the related either Trustee by the Noteholders, evidencing holders of not less than 25% of the Outstanding Amount of the Notes; orControlling Class or (ii) after a Responsible Officer of the Servicer obtains actual knowledge of such failure; (c) any representation, warranty or certification made by the Servicer pursuant to this Agreement or any other Basic Document shall prove to have been incorrect in any material respect when made, and if the consequences of such representation, warranty or certification being incorrect shall be susceptible of remedy in all material respects, such consequences shall not be remedied in all material respects within 30 days after the Servicer first becomes aware or is advised that such representation, warranty or certification was incorrect in a material respect; (d) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that and (Ae) if any delay or the failure of performance referred NFC and its affiliates to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, deliver the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days financial statements and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth related financial information as provided in Section 6.02 that accrued on or prior to the effective date of the termination5.02(c) of the Servicer under this Agreement. On or after the date specified in such Note Purchase Agreement and a written notice, all authority and power of notice is received by the Servicer under this Agreement, whether with respect to from the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or Agent stating that such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit 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 Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including 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 Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by 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 this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with failure constitutes a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a “Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.”