Common use of Termination Event Clause in Contracts

Termination Event. For purposes of this Agreement, each of the following shall constitute a Termination Event (subsections (a) through (d) shall further constitute a “Backup Servicer Event of Default”): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the Servicer; or (i) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or State, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its properties or ordering the winding up or liquidation of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or State bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of any of the foregoing; or (d) Any representation, warranty or statement of the Backup Servicer made in this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part of the Backup Servicer to receive Backup Servicer Fees or Backup Servicer Expenses as and when due as set forth in the Sale and Servicing Agreement and the Indenture, which failure shall not be cured within twenty (20) days after the date on which written notice of such failure shall have been received by the Servicer and the Issuing Entity; or (f) Failure on the part of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6.

Termination Event. For purposes of this Agreement, each of the following shall constitute a Termination Event (subsections (a) through (d) shall further constitute a “Backup Servicer Event of Default”): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the Servicer; or (i) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or State, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its properties or ordering the winding up or liquidation of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or State bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of any of the foregoing; or (d) Any representation, warranty or statement of the Backup Servicer made in this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part of the Backup Servicer to receive Backup Servicer Fees or Backup Servicer Expenses as and when due as set forth in the Sale and Servicing Agreement and the Indenture, which failure shall not be cured within twenty (20) days after the date on which written notice of such failure shall have been received by the Servicer and the Issuing Entity; or (f) Failure on the part of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6Issuer.

Termination Event. For purposes of this Agreement, each of the following shall constitute a Termination Event (subsections (a) through (d) shall further constitute a “"Backup Servicer Event of Default”"): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the ServicerControlling Party; or (i) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or Statestate, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its properties property or ordering the winding up or liquidation of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future future, federal or State state, bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of any of the foregoing; or (d) Any representation, warranty or statement of the Backup Servicer made in this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the ServicerControlling Party, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part Non-payment of amounts due and owing to the Backup Servicer pursuant to receive Backup Servicer Fees Section 2.4(a)(ii) or Backup Servicer Expenses Section 2.4(b), as and when due as set forth in the Sale and Servicing Agreement and the Indentureapplicable, which failure non-payment shall not be cured within twenty (20) days by the second succeeding Distribution Date after the date on which written notice of such failure non-payment shall have been received by the Servicer Indenture Trustee and the Issuing Entity; or (f) Failure on the part of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6XLCA.

Termination Event. For purposes of this Agreement, each Each of the following shall constitute a "Termination Event (subsections (a) through (d) shall further constitute a “Backup Servicer Event of Default”):Event" hereunder: (a) Failure on the part Company and DDD shall fail to pay any amounts due under the terms of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the Servicer; or (b) the existence of any default as a result of the occurrence of any of the following: (i) The commencement any of an involuntary case under the federal bankruptcy lawsCompany, as now DDD or hereinafter in effectany of the Guarantors shall be adjudicated insolvent or bankrupt, or another present shall generally fail to pay or future federal or State bankruptcyadmit in writing their respective inability to pay their respective debts as they become due, insolvency or similar law and such case is not dismissed within 60 days; or (ii) any of the entry Company, DDD or any of the Guarantors shall seek dissolution or reorganization or the appointment of a decree receiver, trustee, custodian or order for relief by liquidator or a court substantial portion of their respective property, assets or regulatory authority having jurisdiction in respect business or to effect a plan or other arrangement with their respective creditors, (iii) any of the Backup Servicer in an involuntary case under Company, DDD or any of the federal bankruptcy laws, as now or hereafter in effectGuarantors shall make a general assignment for the benefit of their respective creditors, or another present consent to or futureacquiesce in the appointment of a receiver, federal trustee, custodian or Stateliquidator for a substantial portion of their respective property, assets or business, (iv) any of the Company, DDD or any of the Guarantors shall file a voluntary petition under any bankruptcy, insolvency or similar law, or appointing (v) any of the Company, DDD or any of the Guarantors or a substantial portion of their respective property, assets or business shall become the subject of an involuntary proceeding or petition for dissolution, reorganization, or the appointment of a receiver, liquidator, assignee, trustee, custodiancustodian or liquidator or shall become subject to any writ, sequestrator judgment, warrant of attachment, execution or other similar official of the Backup Servicer or of any substantial part of its properties or ordering the winding up or liquidation of the affairs of the Backup Servicerprocess which is not dismissed within 60 days; or (c) The commencement by Except as otherwise set forth in subsections (a), (b) and (c) above, the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now Company or hereafter in effect, DDD shall fail to keep or any other present or future federal or State bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of perform any of the foregoingcovenants or agreements contained herein within fifteen days after having been served by registered mail with notice of such failure; or (d) Any representation, any material representation or warranty or statement of the Backup Servicer made in this Agreement Company or any certificateDDD shall be false, report misleading or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part of the Backup Servicer to receive Backup Servicer Fees or Backup Servicer Expenses as and when due as set forth in the Sale and Servicing Agreement and the Indenture, which failure shall not be cured within twenty (20) days after the date on which written notice of such failure shall have been received by the Servicer and the Issuing Entity; or (f) Failure on the part of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6respect.

Termination Event. For purposes of this Agreement, each (a) Each of the following shall constitute a “Termination Event (subsections (a) through (d) shall further constitute a “Backup Servicer Event of Default”): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in Event” under this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the Servicer; or: (i) The commencement (A) FIA files a petition or commences a Proceeding (I) to take advantage of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; any Debtor Relief Law or (iiII) for the entry appointment of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy lawstrustee, as now or hereafter in effectconservator, or another present or future, federal or State, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer for or of any substantial part relating to FIA or all or substantially all of its properties property, (B) FIA consents or ordering the winding up fails to object to any such petition filed or liquidation Proceeding commenced against or with respect to it or all or substantially all of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effectits property, or any other present such petition or future federal Proceeding is not dismissed or State bankruptcy, insolvency stayed within ninety (90) days (or similar lawsuch longer period to which BACCS agrees) of its filing or commencement, or the consent by the Backup Servicer to the appointment of or taking possession by a receivercourt, liquidatoragency, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer supervisory authority with jurisdiction decrees or of orders relief with respect to any substantial part of such petition or Proceeding, (C) FIA admits in writing its property or the making by the Backup Servicer of inability to pay its debts generally as they become due, (D) FIA makes an assignment for the benefit of creditors its creditors, (E) FIA voluntarily suspends payment of its obligations, or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate (F) FIA takes any action by the Backup Servicer in furtherance of any of the foregoing; or (dii) Any representation(A) BACCS files a petition or commences a Proceeding (I) to take advantage of any Debtor Relief Law or (II) for the appointment of a trustee, warranty conservator, receiver, liquidator, or statement similar official for or relating to BACCS or all or substantially all of its property, (B) BACCS consents or fails to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding is not dismissed or stayed within ninety (90) days (or such longer period to which FIA agrees) of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction decrees or orders relief with respect to any such petition or Proceeding, (C) BACCS admits in writing its inability to pay its debts generally as they become due, (D) BACCS makes an assignment for the benefit of its creditors, (E) BACCS voluntarily suspends payment of its obligations, or (F) BACCS takes any action in furtherance of any of the Backup Servicer made foregoing. (b) Upon the occurrence of a Termination Event described in clause (a)(i), BACCS may, at its option, give notice to FIA that this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect is terminated as of the time when day such notice is delivered. Upon the same shall have been made andoccurrence of a Termination Agreement described above in clause (a)(ii), within thirty (30) days after written FIA may, at its option, give notice thereof shall have been given to BACCS that this Agreement is terminated as of the day such notice is delivered. Notwithstanding such termination, if any, Principal Receivables contributed or sold to BACCS prior to the Backup Servicer by the Serviceroccurrence of such Termination Event, the circumstances or condition Collections in respect of which such representationPrincipal Receivables, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part of the Backup Servicer to receive Backup Servicer Fees or Backup Servicer Expenses as and when due as set forth Finance Charge Receivables whenever created that accrue in the Sale and Servicing Agreement and the Indenture, which failure shall not be cured within twenty (20) days after the date on which written notice respect of such failure Principal Receivables, and Collections in respect of such Finance Charge Receivables, shall have been received continue to be property of BACCS. To the extent that it is not clear to FIA whether collections relate to a Principal Receivable which was contributed or sold to BACCS or to a principal receivable which was not contributed or sold by FIA to BACCS, FIA shall allocate payments on each Account with respect to the Servicer and principal balance of such Account first to the Issuing Entity; or (f) Failure on the part oldest principal balance of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6such Account.

Termination Event. For purposes of this Agreement, each of the following shall constitute a Termination Event (subsections (a) through (d) shall further constitute a “Backup Servicer Event of Default”): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the Servicer; or (i) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or Statestate, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its properties or ordering the winding up or liquidation of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or State state bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of any of the foregoing; or (d) Any representation, warranty or statement of the Backup Servicer made in this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part of Either (i) the Backup Servicer fails to receive Backup Servicer Fees or Backup Servicer Expenses as and when due as set forth in the Sale Transfer and Servicing Agreement and the IndentureIndenture Supplements, which failure shall not be cured within twenty (20) days after the date on which written notice of such failure shall have been received by the Servicer and the Issuing Entity; or Issuer or (fii) Failure on the part of the Backup Servicer to notify Account Required Amount shall have been reduced or eliminated in accordance with the Servicer as required pursuant to Section 3.6definition of that term, without SST’s consent.

Termination Event. For purposes of this Agreement, each of the following shall constitute a Termination Event (subsections (a) through (d) shall further constitute a “"Backup Servicer Event of Default”"): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the ServicerControlling Party; or (i) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or Statestate, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its properties property or ordering the winding up or liquidation of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future future, federal or State state, bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of any of the foregoing; or (d) Any representation, warranty or statement of the Backup Servicer made in this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the ServicerControlling Party, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part Non-payment of amounts due and owing to the Backup Servicer pursuant to receive Backup Servicer Fees Section 2.4(a)(ii) or Backup Servicer Expenses as and when due as set forth in the Sale and Servicing Agreement and the IndentureSection 2.4(b), which failure non-payment shall not be cured within twenty (20) days by the second succeeding Distribution Date after the date on which written notice of such failure non-payment shall have been received by the Servicer Indenture Trustee and the Issuing Entity; or (f) Failure on the part of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6XLCA.

Termination Event. For purposes of this Agreement, each of the following shall constitute a Termination Event (subsections (a) through (d) shall further constitute a “"Backup Servicer Event of Default”"): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the ServicerControlling Party; or (i) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or Statestate, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its properties property or ordering the winding up or liquidation of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future future, federal or State state, bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of any of the foregoing; or (d) Any representation, warranty or statement of the Backup Servicer made in this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the ServicerControlling Party, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part Non-payment of amounts due and owing to the Backup Servicer pursuant to receive Backup Servicer Fees Section 2.4(a)(ii) or Backup Servicer Expenses as and when due as set forth in the Sale and Servicing Agreement and the IndentureSection 2.4(b), which failure non-payment shall not be cured within twenty (20) days by the second succeeding Distribution Date after the date on which written notice of such failure non-payment shall have been received by the Servicer Indenture Trustee and the Issuing Entity; or (f) Failure on the part of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6MBIA.

Termination Event. For purposes of this Agreement, each of the following shall constitute a Termination Event (subsections (a) through (d) shall further constitute a “"Backup Servicer Event of Default”"): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the ServicerControlling Party; or (i) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or Statestate, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its properties property or ordering the winding up or liquidation of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future future, federal or State state, bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of any of the foregoing; or (d) Any representation, warranty or statement of the Backup Servicer made in this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the ServicerControlling Party, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part Non-payment of amounts due and owing to the Backup Servicer pursuant to receive Backup Servicer Fees Section 2.4(a)(ii) or Backup Servicer Expenses Section 2.4(b), as and when due as set forth in the Sale and Servicing Agreement and the Indentureapplicable, which failure non-payment shall not be cured within twenty (20) days by the second succeeding Distribution Date after the date on which written notice of such failure non-payment shall have been received by the Servicer Indenture Trustee and the Issuing Entity; or (f) Failure on the part of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6MBIA.

Termination Event. For purposes of this Agreement, each of the following shall constitute a Termination Event (subsections (a) through (d) shall further constitute a “"Backup Servicer Event of Default”"): (a) Failure on the part of the Backup Servicer duly to observe or perform in any material respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Backup Servicer by the ServicerControlling Party; or (i) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Backup Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or Statestate, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its properties property or ordering the winding up or liquidation of the affairs of the Backup Servicer; or (c) The commencement by the Backup Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future future, federal or State state, bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Backup Servicer or of any substantial part of its property or the making by the Backup Servicer of an assignment for the benefit of creditors or the failure by the Backup Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Backup Servicer in furtherance of any of the foregoing; or (d) Any representation, warranty or statement of the Backup Servicer made in this Agreement or any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within thirty (30) days after written notice thereof shall have been given to the Backup Servicer by the ServicerControlling Party, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been waived, eliminated or otherwise cured; or (e) Failure on the part Non-payment of amounts due and owing to the Backup Servicer pursuant to receive Backup Servicer Fees Section 2.4(a)(ii) or Backup Servicer Expenses Section 2.4(b), as and when due as set forth in the Sale and Servicing Agreement and the Indentureapplicable, which failure non-payment shall not be cured within twenty (20) days by the second succeeding Distribution Date after the date on which written notice of such failure non-payment shall have been received by the Servicer Indenture Trustee and the Issuing Entity; or (f) Failure on the part of the Backup Servicer to notify the Servicer as required pursuant to Section 3.6Insurer.