Common use of Servicer Defaults Clause in Contracts

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on or before the date occurring five Business 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or (including without limitation with respect to give instructions or to give notice to the Trustee to make such payment, transfer or deposit Collections) as required by this Agreement on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction is required to be made; (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 or any Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (bc) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement the other Transaction Documents to which has an Adverse Effect the Servicer is a party and which the same continues unremedied for a period of 60 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 to the Servicer by the TrusteeAdministrative Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failureobserve or perform its obligations under Section 5.4(o) or Section 6.4(j); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (cd) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement Transaction Document or in any certificate delivered pursuant to this Agreement or any Supplement Transaction Document shall prove to have been incorrect in any material respect when made, and which has an Adverse Effect (if capable of being cured without any adverse impact on the rights Purchasers or the collectibility of the Investor Certificateholders of any Series (which determination shall Assets) continues to be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues unremedied for a period of 60 10 days after the earlier to occur of (i) the date on which written notice thereof, of such incorrectness requiring the same to be remedied, remedied shall have been given to the Servicer by the Trustee, or Administrative Agent and (ii) the date on which the Servicer becomes aware thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (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, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the Trustee by 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; (i) the Holders of Investor Certificates evidencing not less than 50% failure of the aggregate unpaid principal amount of all Investor Certificates (or, Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such representationtime permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, warranty termination event or certification other similar event 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 benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule IX, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that does a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not relate to all Serieshave occurred, 50% to the extent that either (i) the surrender of the aggregate unpaid principal 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 repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of all Series adversely affected by such representationrepurchase 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, warranty or certification)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 (dn) the Servicer shall consent fails (or fails to cause the appointment of a bankruptcy trustee or conservator or receiver or liquidator related REO Asset Owner) in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or material respect to comply with the provisions herein relating to the Servicer or of or relating to all or substantially all 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets servicing and liabilities or similar proceedings, or 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 administering of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object REO Asset; then notwithstanding anything herein to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Defaultcontrary, so long as the any such Servicer Default shall not have been remedied, either remedied within any applicable cure period prior to the Trustee, or the Holders of Investor Certificates evidencing more than 50% date of the aggregate unpaid principal amount of all Investor CertificatesServicer Termination Notice (defined below), the Administrative Agent, by written notice then given to the Servicer (and with a copy to the Trustee if given by the Investor CertificateholdersBackup Servicer) (a “Servicer Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to this Agreement or any Supplement or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 aggregate unpaid principal amount Investor Interest of all any Series adversely affected thereby and continues to materially adversely affect such Investor Certificates Certificateholders for such period or the Servicer has actual knowledge of such failure; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.07; (or, with respect to c) any such representation, warranty or certification that does 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 relate to all Series, less than 50% of the aggregate unpaid principal amount Investor Interest of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty Investor Certificateholders for such period or certification)the Servicer has actual knowledge of such failure; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer and each Credit Enhancement Provider (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, including without limitation, paying to the Trustee the costs and expenses associated with such succession, 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, the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding anything to the contrary herein, upon the occurrence of a Series 2001-1 Pay Out Event (as defined in the Supplement for Series 2001-1), a Series 2001-2 Pay Out Event (as defined in the Supplement for Series 2001-2, or a Series 2003-1 Pay Out Event (as defined in the Supplement for Series 2003-1, other than a default by the Credit Enhancement Provider under the applicable Supplement) or a Pay Out Event pursuant to Section 9.01(a), 9.01(b) or 9.01(c) of this Agreement or a Servicer Default pursuant to this Agreement, Holders of the Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest shall have the right to (i) instruct the Trustee to terminate all of the rights and obligations of the Servicer under the Agreement and (ii) appoint a Successor Servicer pursuant to the terms of this Agreement; provided, however, that with respect to the operation of this provision only, Investor Interest for Series 2001-1 shall mean the Maximum Commitment Amount (as defined in the Supplement for such Series). The Transferor hereby agrees not to take any action in any Supplement that would dilute or impair the rights of the Certificateholder for Series 2001-1 with respect to the operation of this provision. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor any Credit Enhancement Provider, the Transferor, the Rating Agencies and any Series Enhancer the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 aggregate unpaid principal amount Invested Amount of all any Series adversely affected thereby and continues to materially adversely affect such Investor Certificates Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.07; (or, with respect to c) any such representation, warranty or certification that does 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 relate to all Series, less than 50% of the aggregate unpaid principal amount Invested Amount of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Investor CertificatesAggregate Invested Amount, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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 ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably 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 Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as given by the case may be, Servicer under the terms of this Agreement or any SupplementIndenture and such failure remains unremedied for two Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies is unable to make a payment, transfer or deposit when due and such failure within is as a result of circumstances beyond the Servicer’s control, the grace period shall be extended to five Business Days after receiving notice of such failure or otherwise becoming aware of such failureDays; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Indenture or any Supplement other Transaction Document to which has an Adverse Effect the Servicer is a party and which such failure continues unremedied for a period of 60 30 days after the earlier of the date on which the Servicer 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 to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing not less than 5025% or more of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% Principal Amount of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07Notes; (c) any representation, representation and warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement Indenture shall prove to have been incorrect in any material respect when made, which made and has an Adverse Effect a material and adverse impact on the rights Trustee’s interest in the Pledged Loans and other Pledged Assets and the Servicer is not in compliance with such representation or warranty within 30 Business Days after the earlier of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which the Servicer has actual knowledge of such breach and the date on which written notice thereof, of such breach requiring the same to that such breach be remedied, shall have been given to the Servicer by the Trustee, Trustee or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing not less than 5025% or more of the aggregate unpaid principal amount Principal Amount of all Investor Certificates the Notes; (or, d) an Insolvency Event shall occur with respect to any such representation, warranty the Servicer or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification)Performance Guarantor; or (de) the Servicer shall consent fail to deliver the appointment reports described in Section 8.1 of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer this Indenture and such decree or order failure shall have remained in force undischarged or unstayed continue 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Defaultfive Business Days. THEN, so long as the such Servicer Default shall not have been remediedbe continuing, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, Requisite Percentage by notice then given in writing to the Servicer (and to Servicer, the Issuer, the Trustee if given by the Investor Certificateholders) and each Rating Agency (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of Indenture (such termination being herein called a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d“Service Transfer”), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer and the Trustee of a such Termination NoticeNotice and subject to the terms of Section 12.2(a), and on the Trustee shall automatically assume the responsibilities of the Servicer hereunder until the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, 12.2 and all authority and power of the Servicer under this Agreement Indenture shall pass to and be vested in the Trustee or such Successor Servicer (a “Service Transfer”); Servicer, as the case may be, without further action on the part of any Person, and, without limitation, the Trustee at the direction of the Holders of Requisite Percentage (which authorization is coupled with an interest and is irrevocable) is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including without limitation the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables Pledged Loans provided for under this AgreementIndenture, including without limitation all authority over all any Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, deposit in the Collection Account, Control Account or which shall thereafter be received by the Servicer with respect to the ReceivablesPledged 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 within 20 Business Days promptly transfer its electronic records relating to the Receivables 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 the continued servicing of the Receivables Pledged Loans in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall allow the Successor Servicer access to the Servicer’s officers and employees. To the extent that compliance with this Section 12.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsinterest and as shall be satisfactory in form and substance to the Successor Servicer. Notwithstanding The Servicer hereby consents to the foregoingentry against it of an order for preliminary, a delay in temporary or failure permanent injunctive relief by any court of performance referred competent jurisdiction, to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence ensure compliance 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms provisions of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligationsparagraph.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on or before the date occurring five Business 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ ' Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ ' Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ ' Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “"Service Transfer”"); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit or to give notice to the Trustee as to any required drawing or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Supplement, which has an Adverse Effect a material adverse effect on the Certificateholders of any Series then outstanding and which continues unremedied for a period of 60 days after the date on which the written notice of such failure, failure requiring the same to be remedied, remedied shall have been given to the Servicer by and which continues to materially adversely affect the Trustee, or to rights of the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and Section 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series (then outstanding and which determination shall continues to be made without regard incorrect in any material respect and which continues to whether funds are then available pursuant to affect materially and adversely the rights of the Certificateholders of any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which written notice thereofof 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 not less Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount Invested Amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification)thereby; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Investor CertificatesAggregate Invested Amount, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; providedAgreement and in and to the Receivables and the proceeds thereof and appoint a new Servicer (a "Service Transfer"). The rights and interests of the Transferor Interest will not be affected by any Service Transfer. The Trustee, however, if within 60 days of receipt of upon giving or receiving a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall immediately notify the Trustee prior to the Record Date for the Distribution Date Rating Agencies and any Enhancement Provider of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplementnotice. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including 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, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Recoveries. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsinterest. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor any Enhancement Provider, the Transferors and any Series Enhancer the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations. The Servicer shall immediately notify the Trustee in writing of any Servicer Default.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions or to give notice to the Indenture Trustee to make such any required withdrawal or payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice Servicer is required to be made or given, as the case may be, do so under the terms of this Agreement Agreement, the Indenture or any Indenture Supplement; provided, howeveror within the applicable grace period, that any such failure caused by a nonwillful act of the Servicer shall which will not constitute a Servicer Default if the Servicer promptly remedies such failure within five exceed 35 Business Days after receiving notice of such failure or otherwise becoming aware of such failureDays; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect on the Noteholders of any Series, Class or Tranche and which continues unremedied 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, the Indenture Trustee or the Collateral Agent or to the Servicer Servicer, the Owner Trustee, the Indenture Trustee and the Trustee Collateral Agent by Holders of Investor Certificates Notes evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% Classes or Tranches of the aggregate unpaid principal amount of all Series adversely affected by Notes sustaining such failure)Adverse Effect; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 7.02, 7.05 and 8.077.06; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Series, Class or Tranche and which Adverse Effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee, the Indenture Trustee or the Collateral Agent, or to the Servicer Servicer, the Owner Trustee, the Indenture Trustee and the Trustee Collateral Agent by the Holders of Investor Certificates Notes evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (orSeries, with respect Classes or Tranches of Notes to any which such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification); orrelates; (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of obligations; or (e) any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of other Servicer Default described in any such petition, such petition shall not have been dismissed within 60 days of the filing thereofIndenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates Notes evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificatesaffected Notes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Investor CertificateholdersNoteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c10.02(a) to act as a Successor Servicer and receives Officers’ Certificates an Officer’s Certificate of the Transferors Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall, except in shall assume the case role of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each SupplementSuccessor Servicer. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); ) and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables Collateral 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 the Collection Account, or which shall thereafter be received with respect to the ReceivablesCollateral, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables Collateral in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, each the Owner Trustee, the Collateral Agent and the Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or (including without limitation with respect to give instructions or to give notice to the Trustee to make such payment, transfer or deposit Collections) as required by this Agreement on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction is required to be made; (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 or any Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (bc) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement the other Transaction Documents to which has an Adverse Effect the Servicer is a party and which the same continues unremedied for a period of 60 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 to the Servicer by the TrusteeAdministrative Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failureobserve or perform its obligations under Section 5.4(o) or Section 6.4(j); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (cd) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement Transaction Document or in any certificate delivered pursuant to this Agreement or any Supplement Transaction Document shall prove to have been incorrect in any material respect when made, and which has an Adverse Effect (if capable of being cured without any adverse impact on the rights Purchasers or the collectibility of the Investor Certificateholders of any Series (which determination shall Assets) continues to be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues unremedied for a period of 60 10 days after the earlier to occur of (i) the date on which written notice thereof, of such incorrectness requiring the same to be remedied, remedied shall have been given to the Servicer by the Trustee, or Administrative Agent and (ii) the date on which the Servicer becomes aware thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (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, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the Trustee by 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; (i) the Holders of Investor Certificates evidencing not less than 50% failure of the aggregate unpaid principal amount of all Investor Certificates (or, Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such representationtime permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, warranty termination event or certification other similar event 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 benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that does a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not relate to all Serieshave occurred, 50% to the extent that either (i) the surrender of the aggregate unpaid principal 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 repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of all Series adversely affected by such representation, warranty repurchase agreements after application of collateral proceeds with respect to the sale or certification)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 (dm) the Servicer shall consent consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the appointment Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a bankruptcy trustee Material Adverse Effect upon the Collateral, the Administrative Agent or conservator the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or receiver or liquidator fails to cause the related REO Asset Owner) in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or material respect to comply with the provisions herein relating to the Servicer or of or relating to all or substantially all 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets servicing and liabilities or similar proceedings, or 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 administering of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object REO Asset; then notwithstanding anything herein to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Defaultcontrary, so long as the any such Servicer Default shall not have been remedied, either remedied within any applicable cure period prior to the Trustee, or the Holders of Investor Certificates evidencing more than 50% date of the aggregate unpaid principal amount of all Investor CertificatesServicer Termination Notice (defined below), the Administrative Agent, by written notice then given to the Servicer (and with a copy to the Trustee if given by the Investor CertificateholdersBackup Servicer) (a “Servicer Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 aggregate unpaid principal amount Investor Interest of all any Series adversely affected thereby and continues to materially adversely affect such Investor Certificates Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.07; (or, with respect to c) any such representation, warranty or certification that does 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 relate to all Series, less than 50% of the aggregate unpaid principal amount Investor Interest of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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, the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds, Recoveries and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor any Credit Enhancement Provider, the Seller and any Series Enhancer the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continues to materially adversely affect such failure)Investor Certificateholders for such period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and Section 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer (and to the Trustee and the Transferor if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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, the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds, Recoveries and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Credit Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (subject to the last paragraph of this Section 7.01, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to Indenture Trustee pursuant to Article VIII of the Indenture (as modified by any Indenture Supplement) or to instruct Indenture Trustee to make such paymentany required drawing, transfer withdrawal or deposit payment under any Enhancement on or before the later of (i) the date occurring five 10 Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement Agreement, the Indenture or any Supplement; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Indenture Supplement or (ii) three Business Days after receiving written notice of such failure or otherwise becoming aware of such failureshall have been given to Servicer; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect material adverse effect on the rights of the Investor Certificateholders Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues unremedied for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Holders of Investor Certificates evidencing not less than 5025% of the aggregate unpaid principal amount Outstanding Amount of all Investor Certificates any Series adversely affected thereby and continues to materially adversely affect such Holders for such period; or Servicer shall delegate its duties under this Agreement, except as permitted by Section 5.07; (or, with respect to c) any such representation, warranty or certification that does 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 the Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to 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 Servicer by Indenture Trustee, or to Servicer and Indenture Trustee by the Holders of Notes evidencing not relate to all Series, 50less than 25% of the aggregate unpaid principal amount Outstanding Amount of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Holders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent toobligations; (e) with respect to any Series, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, other event specified in the event of any Servicer DefaultIndenture Supplement for such Series, then, so long as the such Servicer Default shall not have been remediedremedied or waived, either the Indenture Trustee, or the Majority Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificatesoutstanding Series, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Investor CertificateholdersMajority Holders) and to any Enhancement Provider entitled thereto pursuant to the applicable Indenture Supplement (a “Termination Notice”), may terminate all but not less than all of the rights and obligations (other than unsatisfied obligations for acts or omissions during its tenure as Servicer) of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of . Upon Indenture Trustee’s receipt of notice, or actual knowledge of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates Responsible Officer of Indenture Trustee, of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case occurrence of a Servicer Default set forth in subsection 10.01(d)Default, grant the Transferors the right Indenture Trustee shall promptly notify each Rating Agency of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each SupplementServicer Default. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 10.027.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Indenture Trustee and such the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, hereunder including the transfer to such the 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 the Collection Account or any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to Issuer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 7.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Servicer shall, on the date of any Service Transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Successor Servicer. Servicer being terminated shall bear all costs of a Service Transfer, including but not limited to those of Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending this Agreement, if necessary. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aSection 7.01(a) above for a period of 10 ten Business Days after the applicable grace period or under paragraph Section 7.01(b) or (c) for a period of 60 days (in addition to any period provided in Section 7.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional ten Business Days or 60 days, respectively, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornados, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable the obligation to use its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement and Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt immediate notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make deliver to the related Trustee for deposit in any payment, transfer of the Accounts or deposit the Certificate Distribution Account any required payment or to give instructions or to give notice to direct the Indenture Trustee to make such paymentany required distributions therefrom, transfer or deposit on or before the date occurring five Business 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 Supplement; provided, however, that any such which failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days 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 Trustee, related Trustee or (ii) to the Servicer and to the Trustee Trustees by the Holders of Investor Certificates Notes, evidencing not less than 5025% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% Outstanding Amount of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07Notes; (cb) any representation, warranty or certification made 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 Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when madeother Basic Document, which has an Adverse Effect on failure shall (i) materially and adversely affect the rights of the Investor Certificateholders of any Series or Noteholders and (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancementii) and which Adverse Effect continues continue unremedied for a period of 60 90 days after the date on which written notice thereofof 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 Trustee, related Trustee or (B) to the Servicer or the Seller (as the case may be), and to the related Trustee by the Holders of Investor Certificates Notes, evidencing not less than 5025% of the aggregate unpaid principal amount Outstanding Amount of all Investor Certificates the Notes; (or, c) the occurrence of an Insolvency Event with respect to any such representation, warranty the Seller or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification)Servicer; or (d) any failure by the Servicer shall consent to deliver any information, report, certification, attestation or accountants' letter when and as required, which continues unremedied for ten calendar days after the appointment date on which such information, report, certification, attestation or accountants' letter was required to be delivered then, and in each and every case, other than in the case of a bankruptcy trustee or conservator or receiver or liquidator Servicer Default set forth in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Defaultclause (d) above, so long as the Servicer Default shall not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates Notes evidencing more not less than 5025% of the aggregate unpaid principal amount Outstanding Amount of all Investor Certificatesthe 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 Investor CertificateholdersNoteholders) (a “Termination Notice”), may terminate all but not less than 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 Servicer as termination) of the Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in . In the case of a Servicer Default set forth in subsection 10.01(d)clause (d) above, grant so long as the Transferors Servicer Default shall not have been remedied, the right Issuer (or the Administrator, acting on behalf of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest Issuer) shall be equal entitled to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusalterminate, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance either (i) with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that Indenture Trustee's consent or (ii) in its sole discretion if a Successor Servicer is appointed by (other than the Trustee pursuant Indenture Trustee) has already been appointed, the rights and obligations of the Servicer as servicer under this Agreement; provided that to Section 10.02the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement shall 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 (a “Service Transfer”)as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf for the benefit 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 and or accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfernotice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to 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 to conduct servicing hereunderunder this Agreement, including the transfer to such the Successor Servicer for administration by it of all authority of cash amounts that shall at the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer time be held by the predecessor Servicer for deposit, or which have been deposited by the predecessor Servicer, in the Collection Account, Accounts or which shall the Certificate Distribution Account or thereafter be received with respect to the Receivables, Receivables and in assisting all Payments Ahead that shall at that time by held by the Successor predecessor Servicer. The Servicer shall within 20 Business Days transfer its electronic records relating to All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivables Receivable Files to the Successor Servicer in and amending this Agreement to reflect such electronic form succession as the Successor Servicer may reasonably request and shall promptly transfer pursuant to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require be paid by the predecessor Servicer to disclose to the Successor Servicer information upon presentation of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into reasonable documentation of such licensing costs and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsexpenses. Notwithstanding the foregoing, a delay Any costs or expenses incurred in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute connection with a Servicer Default if such delay or failure could not be prevented by the exercise shall constitute an expense 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate administration under Title 11 of the Servicer giving prompt United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of such failure or delay by itthe occurrence of a Servicer Default, together with a description of its efforts so the Indenture Trustee shall give notice thereof to perform its obligationseach Rating Agency.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on or before the date occurring five Business 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such failurefailure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.073.1(a), 8.2, 8.5 or 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c10.2(c) to act as a Successor Servicer and receives Officers’ Certificates an Officer's Certificate of the Transferors Transferor to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of shall grant a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to the Transferor which would permit the Transferor at its option to purchase the Certificateholders’ ' Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ ' Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors Transferor shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are it is exercising such right of first refusal. If the Transferors exercise Transferor exercises such right of first refusal, the Transferors Transferor shall deposit the purchase price into the Collection Account not later than 1:00 P.M., New York City time, on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “"Service Transfer”"); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each the Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If The occurrence and continuation of any one of the following events shall constitute a servicer default (a “Servicer Default”) shall occur and be continuing:"SERVICER DEFAULT"): (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on or before the date occurring five Business 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) 4.1.1 failure on the part of the Servicer or any Co-Servicer duly to observe or perform in any material respect any other of the covenants or agreements of the Servicer or Co-Servicer set forth in this the Master Framework Agreement or any Supplement Relevant Document which has an has, in the opinion of the Beneficiaries, a Material Adverse Effect on the interests of the Beneficiaries as a whole or of the Investor Beneficiaries of any Applicable Series and which continues unremedied 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 or, if applicable, any Co-Servicer by the Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less Beneficiaries representing in aggregate more than 50% one-half of the aggregate unpaid principal amount Investor Interests of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Applicable Series adversely affected thereby (copied to the Receivables Trustee) and continues to have a Material Adverse Effect on the interests of an Investor Beneficiary of any Applicable Series for such period; 4.1.2 delegation by such failure); or the Servicer shall assign or delegate any Co-Servicer of its duties under this AgreementAgreement to any other entity, except as permitted by Sections 8.02 and 8.07Clause 3.6; (c) 4.1.3 any relevant representation, warranty or certification made by the Servicer in this Agreement or any Supplement Co-Servicer in the Master Framework Agreement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove hereto proves to have been incorrect when made, made and which has an a Material Adverse Effect on the rights interests of the Investor Certificateholders Beneficiaries of any Applicable Series (which determination shall and continues to be made without regard to whether funds are then available pursuant to incorrect in any Series Enhancement) and which Adverse Effect continues material respect for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer or, if applicable, any Co-Servicer by the Trustee, an Investor Beneficiary or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing not less Beneficiaries representing in aggregate more than 50% one-half of the aggregate unpaid principal amount Investor Interests of all any Applicable Series affected thereby (copied to the Receivables Trustee) and continues to have a Material Adverse Effect on the interests of an Investor Certificates (or, with respect to Beneficiary of any Applicable Series affected for such representation, warranty period; 4.1.4 the Servicer or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification); or (d) the any Co-Servicer shall consent to or take any corporate action relating to the appointment of a bankruptcy receiver, administrator, administrative receiver, liquidator, trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of it or relating to all or substantially all of its property, or a decree or revenues and assets; 4.1.5 an order of a the court or agency or supervisory authority having jurisdiction in the premises is made for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up up, dissolution, administration or liquidation reorganisation (except for a solvent re-organisation) of its affairs, shall have been entered against the Servicer or any Co-Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; ; 4.1.6 a receiver, administrator, administrative receiver, liquidator, trustee or similar officer is legally and validly appointed over the Servicer or any Co-Servicer or relating to all of the Servicer or any Co-Servicer's revenues and assets; 4.1.7 a duly authorised officer of the Servicer or any Co-Servicer shall admit in writing its inability that the Servicer or such Co-Servicer is unable to pay its debts generally as they become due, file fall due within the meaning of Section 123(1) of the Insolvency Act 1986; or 4.1.8 the Servicer or such Co-Servicer makes a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment ge▇▇▇▇▇ ▇▇signment for the benefit of or a composition with its creditors or voluntarily suspend suspends payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object with a view to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, general readjustment or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description rescheduling of its efforts so to perform its obligationsindebtedness.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five ten Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 aggregate unpaid principal amount Investor Interest of all any Series adversely affected thereby and continues to materially adversely affect such Investor Certificates Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (or, with respect to c) any such representation, warranty or certification that does 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 an 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 relate to all Series, less than 50% of the aggregate unpaid principal amount Investor Interest of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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, 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 ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the 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 reasonably deems to be confidential, the Successor Servicer shall be required to enter into such each customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bin subsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Credit Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to make such payment, transfer the terms of this Agreement or deposit any Supplement on or before the date occurring five 5 Business 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect a material adverse effect on the interests hereunder of the Investor Certificateholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which continues unremedied 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 Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such failurefailure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07, a Responsible Officer of the Trustee has actual knowledge of such delegation and such delegation continues unremedied for 15 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 10% of the aggregate unpaid principal amount of all Investor Certificates; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof 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 not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this AgreementAgreement and in and to the Receivables and the proceeds thereof; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection Section 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates an Officer's Certificate of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant shall offer the Transferors the right of first refusal at their option to purchase the Certificateholders’ ' Interest on the Distribution Date in next succeeding 105 days after the next calendar monthreceipt by the Servicer of a Termination Notice. The purchase price for the Certificateholders’ ' Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors they are exercising such right of first refusaloption. If the Transferors they exercise such right of first refusaloption, the Transferors shall (x) deliver to the Trustee an Opinion of Counsel (which must be an independent outside counsel) to the affect that, in reliance on certain certificates to the effect that the Transferors have received reasonably equivalent value and as to the solvency of the Transferors, the purchase would not be considered a fraudulent transfer and (y) deposit the purchase price into the Collection Account not later than 12:00 noon, New York City time, on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aunder Section 10.01(a) above for a period of 10 five Business Days after the applicable grace period or under paragraph Section 10.01(b) or (c) for a period of 60 days (in addition to any period provided in Section 10.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional five Business Days or 60 days, respectively, 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and any Supplement and the Servicer shall provide the Trustee, each Transferor and Rating Agency, any Series Enhancer entitled thereto pursuant to the relevant Supplement, the Holder of the Transferor Certificate and the Investor Certificateholders with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions or to give notice to the Indenture Trustee to make such any required payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice Servicer is required to be made or given, as the case may be, do so under the terms of this Agreement Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect on any Noteholders and which continues unremedied 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 the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all Investor Certificates the Outstanding Notes (or, with respect to any such failure that does not relate to all SeriesSeries and Classes of Notes, not less than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all Series adversely affected by and Classes of Notes to which such failurefailure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 Section 5.2, Section 5.5 and 8.07Section 5.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all Investor Certificates the Outstanding Notes (or, with respect to any such representation, warranty or certification that does not relate to all SeriesSeries and Classes of Notes, not less than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all Series and Classes of Notes adversely affected by such representation, warranty or certification); or; (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-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 bankruptcy, insolvency or reorganization statuteDebtor Relief Law, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates Noteholders evidencing more than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all Investor CertificatesNotes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Investor CertificateholdersNoteholders) (a “Termination Notice”), may terminate all all, but not less than all all, of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(cSection 6.2(d) to act as a Successor Servicer and receives Officers’ Certificates an Officer’s Certificate of the Transferors Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall, except in shall assume the case role of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each SupplementSuccessor Servicer. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 10.026.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); ) and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables Trust Assets 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, or which shall thereafter be received with respect to the ReceivablesTrust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days of the date of transfer, transfer its electronic records or electronic copies thereof relating to the Receivables Trust Assets 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 the continued servicing of the Receivables Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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 licensing customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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, or terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, each the Owner Trustee and the Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its the efforts so undertaken to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Indenture Trustee to make such payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit transfer, deposit, or such instruction or notice is required to be made or givengiven by Servicer, as the case may be, under the terms of this Agreement Agreement, the Indenture or any Indenture Supplement; provided, however, that any such failure caused by a nonwillful 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 material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and a material adverse effect on the Noteholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Enhancement), which continues unremedied 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 Servicer by Indenture Trustee, or to Servicer and Indenture Trustee by the Noteholders holding not less than 25% of the Outstanding Amount (or, with respect to any failure that does not relate to all Series, 25% of the aggregate outstanding principal amount of all Series to which such failure relates); or Servicer shall delegate its duties under this Agreement except as permitted by Section 5.2 or 5.7, a Responsible Officer of Indenture Trustee has actual knowledge of such delegation and such delegation continues unremedied for 15 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to Servicer by Indenture Trustee, or to Servicer and Indenture Trustee by Noteholders holding not less than 25% of the Outstanding Amount; or (c) 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 the rights of the Noteholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to 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 Indenture Trustee, or to the Servicer and the Indenture Trustee by Holders of Investor Certificates evidencing the Noteholders holding not less than 5025% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 not less than 50% of the aggregate unpaid principal amount of all Investor Certificates Outstanding Amount (or, with respect to any such representation, warranty or certification that does not relate to all Series, 5025% of the aggregate unpaid outstanding principal amount of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or; (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 its propertyfail generally to, or admit in writing its inability to, pay its debts as they become due; or a decree or order of proceeding shall have been instituted in a court or agency or supervisory authority 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 bankruptcy trustee or a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or receiver other similar official of such Person or liquidator in for any insolvency, readjustment substantial part of debt, marshalling of assets and liabilities or similar proceedingsits property, or for the winding-up or liquidation of its affairsaffairs and, if instituted against Servicer, any such proceeding shall have been entered against the Servicer and such decree or order shall have remained in force undischarged continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or the Servicer shall admit 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 writing 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 inability to pay its debts generally as they become dueproperty, file a petition to take advantage of or any applicable bankruptcy, insolvency or reorganization statute, make any general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations creditors; or such Transferor Person or Holder any Subsidiary of such Person shall have taken any corporate action in furtherance of any of the Transferor Certificate shall consent toforegoing actions; or (e) with respect to any Series, or fail to object toany other event specified in the Indenture Supplement for such Series, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates evidencing Noteholders holding more than 50% of the aggregate unpaid principal amount of all Investor CertificatesOutstanding Amount, by notice then given to the Servicer (and to Indenture Trustee and any Enhancement Provider entitled thereto pursuant to the Trustee relevant Indenture Supplement if given by the Investor CertificateholdersNoteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer Servicer, as Servicer Servicer, under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers Agreement and in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that Receivables and the Servicer cannot in good faith cure proceeds thereof. Upon the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case occurrence of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusalDefault, the Transferors Indenture Trustee shall deposit the purchase price into the Collection Account on promptly notify each Rating Agency of such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each SupplementServicer Default. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 10.027.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer Servicer (a “Service Transfer”); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights. The Servicer agrees to cooperate with the Indenture Trustee and such the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, hereunder including the transfer to such the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 7.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary appropriate to protect its interests. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aunder Section 7.1(a) above for a period of 10 five Business Days after the applicable grace period or under paragraph Section 7.1(b) or (c) for a period of 60 days (in addition to any period provided in Section 7.1(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional five Business Days or 60 days, respectively, 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable the obligation to use its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement and Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt immediate notice of such failure or delay by it, together with a description of its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions or to give notice to the Indenture Trustee to make such any required payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice Servicer is required to be made or given, as the case may be, do so under the terms of this Agreement Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed 35 Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five 35 Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect on any Noteholders and which continues unremedied 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 the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series adversely affected by Series, Classes or Tranches of Notes to which such failurefailure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 7.2, 7.5 and 8.077.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); or; (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates Noteholders evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificatesaffected Notes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Investor CertificateholdersNoteholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c9.2(d) to act as a Successor Servicer and receives Officers’ Certificates an Officer's Certificate of the Transferors Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d9.1(d), grant the Transferors Transferor the right of first refusal to purchase the Certificateholders’ Interest interest of the Noteholders on the Distribution First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the Certificateholders’ Interest interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series Outstanding Series, Class or Tranche of Notes herein or in the related applicable Indenture Supplement. The Transferors Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution First Note Transfer Date of the purchase if the Transferors are Transferor is exercising such right of first refusal. If the Transferors exercise Transferor exercises such right of first refusal, the Transferors Transferor shall deposit the purchase price into the Collection Account on such Distribution First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders the Noteholders in accordance with the terms of each hereof or the applicable Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 10.029.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “"Service Transfer”); ") and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables Trust Assets 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, or which shall thereafter be received with respect to the ReceivablesTrust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Receivables Trust Assets 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 the continued servicing of the Receivables Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 9.1 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 licensing customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee and each Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (each being a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or (including pursuant to Section 3.04(b)), or, if applicable, to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on deposit, or before to give notice to the date occurring five Trustee as to any action to be taken under any Enhancement Agreement, or any failure to provide a Determination Date Certificate to the Trustee within two Business 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 Supplementsame shall become due; provided, however, that any such failure caused by a nonwillful 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 shall fail to observe or perform in any material respect any other covenants covenant or agreements of the Servicer set forth in this Agreement or any Supplement agreement applicable to it contained herein which has an Adverse Effect and which continues a material adverse effect on any Beneficiary if such failure shall remain unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (ten days; or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer under or in connection with this Agreement or any Supplement Agreement, or in any certificate or information delivered pursuant to or in connection with this Agreement or any Supplement Agreement, shall prove to have been incorrect in any respect when made, made and which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders interests of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification)Beneficiary; or (d) an Insolvency Event shall occur with respect to the Servicer; or (e) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvencyassigns its duties under this Agreement, 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 except as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofspecifically permitted by Section 8.02; then, in the event of any Servicer Default, so as long as the such Servicer Default shall not have been remediedremedied and is continuing, either Pooling and Servicing Agreement the TrusteeTrustee (unless otherwise directed by a Majority in Interest of each outstanding Series or, if so specified in the related Supplement, the Enhancement Provider for such Series) or the Holders Majority in Interest of Investor Certificates evidencing more than 50% of each Series (or, if so specified in the aggregate unpaid principal amount of all Investor Certificatesrelated Supplement, the Enhancement Provider for such Series), by notice then given in writing to the Servicer (and to the Trustee if given by the such Investor Certificateholders) (each such being a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the . The Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) shall be deemed to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case have knowledge of a Servicer Default set forth only if a Responsible Officer of the Trustee has actual knowledge or if a Responsible Officer of the Trustee has received written notice thereof. Notwithstanding the foregoing, a delay in subsection 10.01(d)or failure of performance referred to in Section 10.01(a) or (b) for a period of five Business Days shall not constitute a Servicer Default if such delay or failure could not have been 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, grant the Transferors the right acts of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar monthdeclared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods, union strikes, work stoppages or similar causes. The purchase price for preceding sentence shall not relieve the Certificateholders’ Interest shall be equal Servicer from using its best efforts to the sum of the amounts specified therefor with respect to each outstanding Series perform its obligations in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Trustee, the Transferor, any Enhancement Provider and the Investor Certificateholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. A Majority in Interest of each outstanding Series (or, if so specified in the related Supplement, the Enhancement Provider for such Series) may, on behalf of all Certificateholders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except the failure to make any distributions or payments required to be made to Certificateholders or to make any required deposits of any amounts to be so distributed or paid. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the such Successor Servicer (a “"Service Transfer”); ") and, without limitation, the Trustee is hereby authorized authorized, empowered and empowered instructed (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate cooperate, at its expense, with the Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Pooling and Servicing Agreement Receivables as provided for under this Agreement, including all authority over all Collections which shall on the date of transfer such Service Transfer be held by the Servicer for depositdeposit to the Concentration Account, any ▇▇▇▇▇▇▇▇▇▇ Collection Account, the Trustee's Account or the Transferor's Account, or which have been deposited by the ServicerServicer to the Concentration Account, in the any ▇▇▇▇▇▇▇▇▇▇ Collection Account, or any other account, or which shall thereafter be received with respect to the Receivables, (ii) taking such measures as shall be reasonably requested by the Transferor to protect and maintain the security and confidentiality of all Confidential Information in accordance with Section 8.07 and (iii) assisting the Successor Servicer until all servicing activities have been transferred to such Successor Servicer, such assistance to include, without limitation, (x) assisting any accountants selected by the Successor Servicer to verify collection records and reports made prior to the Service Transfer and (y) assisting to make the computer systems of the Servicer and the Successor Servicer compatible to the extent necessary to effect the Servicer Transfer. The Servicer shall shall, at its expense, within 20 five Business Days transfer its electronic of such Service Transfer, (A) assemble such documents, instruments and other records relating to (including computer tapes and disks), which evidence the Receivables and the other Trust Assets, and which are necessary or desirable to collect the Receivables, and shall make the same available to the Successor Servicer or the Trustee or its designee at a place selected by the Successor Servicer or the Trustee and in such electronic form as the Successor Servicer or the Trustee may reasonably request request, and shall promptly transfer (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Successor Servicer and the Trustee, and, promptly upon receipt, remit all other recordssuch cash, correspondence checks and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require the Servicer to disclose instruments to the Successor Servicer information of or the Trustee or its designee. At any kind which time following a Termination Notice: (1) the Servicer deems shall, at the Trustee's request and at the Servicer's expense, give notice of the Trust's ownership of the Receivables to the related Obligors and direct that payments be confidential, made directly to the Successor Servicer shall be required to enter into such licensing and confidentiality agreements as Trustee or its designee; (2) if the Servicer shall deem reasonably necessary fails to protect its interests. Notwithstanding provide the foregoing, a delay in or failure of performance referred notice to the Obligors required in paragraph (a1) above for a period above, the Trustee may direct the Obligors of 10 Business Days after Receivables, or any of them, that payment of all amounts payable under any such Receivables be made directly to the applicable grace period Trustee or under paragraph its designee; and (b3) or (c) above for a period each of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by Transferor and each Certificateholder hereby authorizes the exercise Trustee to take any and all steps in the Transferor's name and on behalf 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement Transferor and the Servicer shall provide Certificateholders necessary or desirable, in the determination of the Trustee, each Transferor to collect all amounts due under any and any Series Enhancer with an Officer’s Certificate of all Receivables, including, without limitation, endorsing the Servicer giving prompt notice Transferor's name on checks and other instruments representing Collections in respect of such failure or delay by it, together with a description of its efforts so to perform its obligations.Receivables and enforcing such Receivables. Pooling and Servicing Agreement

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continues to materially adversely affect such failure)Investor Certificateholders for such period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and Section 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 winding‑up or liquidation of its affairs, shall have been entered against the Servicer 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer (and to the Trustee and the Transferor if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact attorney‑in‑fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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, the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds, Recoveries and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Credit Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. (a) If any one of the following events (a “"Servicer Default”") shall occur occurs and be continuingis continuing with respect to the Servicer: (ai) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Indenture Trustee to make such payment, transfer or deposit on or before the date occurring five Business 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 the Indenture or any Indenture Supplement; provided, however, that any such failure caused by a nonwillful 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; (bii) failure on the part of the Servicer duly to observe or perform in any material respect any other of its covenants or agreements of the Servicer set forth in this Agreement or any Supplement which that has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by Holders of Investor Certificates Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates Notes (or, with respect to any such failure that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such failurefailure relates); or the Servicer shall assign delegates or delegate assigns its duties under this Agreement, except as permitted by Sections 8.02 3.01(a), 5.02 and 8.076.02; (ciii) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove proves to have been incorrect when made, which made and such error has an Adverse Effect on the rights of the Investor Certificateholders Noteholders of any Series (which determination shall will be made without regard to whether funds are then available pursuant to any Series Enhancement) and which such Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, shall have has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Investor Certificates Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or (div) the Servicer shall consent consents to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been is entered against the Servicer and such decree or order shall have remained remains in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit admits in writing its inability to pay its debts generally as they become due, file files a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make makes any assignment for the benefit of its creditors or voluntarily suspend suspends payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall has not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates Notes evidencing more than 50% of the aggregate unpaid principal amount of all Investor CertificatesNotes, by notice then given to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Investor CertificateholdersNoteholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, that if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(cSection 6.02(c) to act as a Successor Servicer and receives Officers’ Certificates an Officer's Certificate of the Transferors Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall, except in the case of will grant a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest Transferor permitting the Transferor at its option to acquire the Noteholders' Collateral serviced by the Servicer on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall Noteholders' Collateral will be equal to the sum of the amounts specified therefor Reassignment Amounts with respect to each outstanding Series in the related Indenture Supplement. The Transferors shall Transferor will notify the Indenture Trustee prior to the Record Date (as defined in the Indenture) for the Distribution Date of the purchase acquisition if the Transferors are it is exercising such right of first refusal. If the Transferors exercise Transferor exercises such right of first refusal, the Transferors shall Transferor will deposit the purchase price into the Collection Account no later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The purchase price shall will be allocated and distributed to Investor Certificateholders the Noteholders on such Distribution Date in accordance with the terms Indenture and each Indenture Supplement in payment of each Supplement. their Notes and will result in a corresponding increase in the Transferor Interest. (b) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 10.026.02, all authority and power of the Servicer under this Agreement shall will pass to and be vested in the Successor Servicer (a “Service "Servicing Transfer”"); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 that are held by the Servicer for depositdeposit on the date of transfer, or which that have been deposited by the Servicer, in the Collection Account, or which shall that thereafter be are received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall will within 20 Business Days 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 will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably requestrequests. To the extent that compliance with this Section shall require requires 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 will enter into such customary licensing and confidentiality agreements as the Servicer shall deem deems reasonably necessary to protect its interests. . (c) Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph clause (ai) above of Section 6.01(a) for a period of 10 ten Business Days after the applicable grace period or under paragraph clause (bii) or (ciii) above of Section 6.01(a) for a period of 60 Business Days after the applicable grace period, shall will 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 a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causescauses outside the reasonable control of the Servicer. The preceding sentence shall will not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall will provide the Indenture Trustee, each the Owner Trustee, the Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five ten Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Holders of any Series and which continues unremedied 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 5025% of the aggregate unpaid principal amount Investor Interest of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continue to materially adversely affect such failure)Investor Holders for such period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders Holders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof 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 5025% of the aggregate unpaid principal amount Investor Interest of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Holders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation liquidating of its affairs, shall have been entered against the Servicer 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor CertificateholdersHolders) (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the and Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes purpose of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, 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 the Collection Account, the Finance Charge 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 ServicerServicer and in enforcing all rights to Unearned Premiums applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the 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 reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 30 Business Days after the applicable grace period or under paragraph (bsubsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Credit Enhancement Provider, Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If The occurrence of any one or more of ----------------- the following events (shall constitute a “Servicer Default”) shall occur and be continuing: (a) any failure by the The Servicer shall fail to make any payment, transfer payment or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit required hereunder on or before within one Business Day after the date occurring when required to be made. (b) The Servicer shall fail to perform or observe any term, covenant or agreement under Article VI or Section 11.6, which failure remains ---------- ------------ unremedied for five Business Days after notice from the date such paymentAgent, 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 Supplement; provided, however, that any and such failure caused by shall have a nonwillful 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;Material Adverse Effect. (bi) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); The Seller or the Servicer shall assign generally not pay its debts as such debts become due or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 dueor shall make a general assignment for the benefit of creditors; (ii) any proceeding shall be instituted by the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, file a petition or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to take advantage of any applicable bankruptcy, insolvency or reorganization statuteor relief of debtors, make or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any assignment for the benefit substantial part of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder property (each of the Transferor Certificate foregoing proceedings being hereinafter referred to as an "INSOLVENCY PROCEEDING"); (iii) any Insolvency Proceeding shall consent tobe instituted against the Seller and either (A) shall result in the entry of an order for relief against the Seller, or fail to object to(B) shall continue undischarged, the filing of any such petition, or, if such Transferor undismissed or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above unstayed for a period of 60 Business Days after consecutive days; or (iv) the applicable grace period, shall not constitute a Servicer Default if such delay Seller 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and take any Series Enhancer with an Officer’s Certificate corporate action to authorize any of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligationsactions set forth in clauses (i)-(iii) above in this subsection (c).

Servicer Defaults. (a) If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (ai) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Indenture Trustee to make such payment, transfer or deposit on or before the date occurring five Business 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 Agreement, the Master Indenture or, with respect to a particular Series of Notes, any Indenture Supplement; provided, however, that any such failure caused by a nonwillful 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; (bii) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by Holders of Investor Certificates Notes evidencing not less than 5010% of the aggregate unpaid principal amount Outstanding Amount of the Notes of all Investor Certificates Series (or, with respect to any such failure that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such failurefailure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 5.02 and 8.075.07; (ciii) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Investor Certificates Notes evidencing not less than 5010% of the aggregate unpaid principal amount Outstanding Amount of the Notes of all Investor Certificates Series (or, with respect to any such representation, warranty or certification that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or; (div) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations obligations; or (v) with respect to a particular Series of Notes, any other Servicer Default described in the related Indenture Supplement. Notwithstanding the foregoing, a delay in or such Transferor failure of performance referred to in Section 7.01(a)(i) for a period of ten Business Days after the applicable grace period or Holder under Section 7.01(a)(ii) or (a)(iii) for a period of 60 Business Days after the Transferor Certificate applicable grace period, shall consent to, or fail to object to, the filing of any such petition, or, not constitute a Servicer Default if such Transferor delay or Holder failure could not be prevented by the exercise of reasonable diligence by the Original Transferor Certificate shall so object to Servicer and such delay or failure was caused by an act of God or the filing public enemy, acts of any such petitiondeclared or undeclared war, such petition public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not have been dismissed within 60 days relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the filing thereof; thenServicer shall provide the Trustees, in each Transferor and any Series Enhancer with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. (b) Upon the event occurrence of any a Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates Notes evidencing more than 50% of the aggregate unpaid principal amount Outstanding Amount of the Notes of all Investor CertificatesSeries (or, with respect to any such Servicer Default that does not relate to all Series, 50% of the Outstanding Amount of all Series to which such Servicer Default relates), by notice then given to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Investor CertificateholdersNoteholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this AgreementAgreement with respect to all Notes or the Notes of one or more affected Series; provided, however, if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(cSection 7.02(c) to act as a Successor Servicer and receives Officers’ Certificates an Officer's Certificate of the Transferors Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall, except in the case of shall grant a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest Transferor which would permit the Transferor at its option to acquire the Notes on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest Notes shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Indenture Supplement. The Transferors Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution Date of the purchase acquisition if the Transferors are it is exercising such right of first refusal. If the Transferors exercise Transferor exercises such right of first refusal, the Transferors Transferor shall deposit the purchase price into the Collection Account not later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders Noteholders in accordance with the terms of the Master Indenture and each Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 10.027.02, all authority and power of the Servicer under this Agreement with respect to all Notes or the Notes of one or more affected Series shall pass to and be vested in the Successor Servicer (each, a “"Service Transfer”"); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions or to give notice to the Indenture Trustee to make such any required payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice Servicer is required to be made or given, as the case may be, do so under the terms of this Agreement Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect on any Noteholders and which continues unremedied 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 the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series adversely affected by Series, Classes or Tranches of Notes to which such failurefailure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 5.2, 5.5 and 8.075.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); or; (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates Noteholders evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificatesaffected Notes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Investor CertificateholdersNoteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c6.2(d) to act as a Successor Servicer and receives Officers’ Certificates an Officer’s Certificate of the Transferors Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d6.1(d), grant the Transferors Transferor the right of first refusal to purchase the Certificateholders’ Interest interest of the Noteholders on the Distribution First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the Certificateholders’ Interest interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series Outstanding Series, Class or Tranche of Notes herein or in the related applicable Indenture Supplement. The Transferors Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution First Note Transfer Date of the purchase if the Transferors are Transferor is exercising such right of first refusal. If the Transferors exercise Transferor exercises such right of first refusal, the Transferors Transferor shall deposit the purchase price into the Collection Account on such Distribution First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders the Noteholders in accordance with the terms of each hereof or the applicable Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 10.026.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); ) and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables Trust Assets 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, or which shall thereafter be received with respect to the ReceivablesTrust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Receivables Trust Assets 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 the continued servicing of the Receivables Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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 licensing customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 warwar or terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee and each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing:occur: USActive 57833767.7 (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account or Unfunded Exposure Account (including, without limitation, with respect to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice is bifurcation and remittance of Interest Collections and Principal Collections) as required to be made or given, as the case may be, under the terms of by this Agreement or any Supplement; provided, however, that any such failure caused by which continues unremedied for a nonwillful act period of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five three (3) Business Days after receiving notice of such failure or otherwise becoming aware of such failureDays; (b) any failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any Supplement which has an Adverse Effect material delegation of the Servicer’s duties that is not permitted by Section 6.1) or (ii) comply in any material respect with the Servicing Standard regarding the servicing of the Collateral Portfolio and which in each case the same continues unremedied for a period of 60 thirty (30) 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 to the Servicer by the Trustee, Administrative Agent or to any Lender Agent and (ii) the date on which a Responsible Officer of the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07acquires actual knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of $10,000,000, 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, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) North Haven or an Affiliate thereof shall cease to be the Servicer or North Haven shall assign its rights or obligations as “Servicer” hereunder to any Person other than an Affiliate without the consent of each Lender and the Administrative Agent; (f) the Administrative Agent reasonably determines that the Servicer has undergone a Material Adverse Effect of the type described in clauses (a) or (d) of such definition; (g) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring five (5) Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $5,000,000 (net of any insurance proceeds), individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than sixty (60) consecutive days without a stay of execution; (i) any Change of Control of the Servicer without the prior written consent of the Administrative Agent in its sole discretion; (j) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement Transaction Document or in any certificate delivered pursuant to this Agreement or any Supplement Transaction Document shall prove to have been incorrect when made, which has an a Material Adverse Effect on the rights Agent or any of the Investor Certificateholders of any Series (which determination shall Secured Parties and continues to be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues unremedied for a period of 60 30 days after the USActive 57833767.7 earlier to occur of (i) the date on which written notice thereof, of such incorrectness requiring the same to be remedied, remedied shall have been given to the Servicer by the Trustee, Administrative Agent or to any Lender Agent and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (k) at the end of any fiscal quarter, North Haven fails to maintain the Asset Coverage Ratio at greater than or equal to 1.50:1.00; or (l) the Equityholder shall fail to maintain (i) shareholder’s equity (determined without any deductions at the end of the most recently ended fiscal quarter of the Equityholder and reflected in the Trustee by the Holders of Investor Certificates evidencing not less than Equityholder’s most recent SEC Form 10-Q or Form 10-K) in an amount equal to $300,000,000 plus 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% net proceeds of the aggregate unpaid principal amount sale of all Series adversely affected equity interests in the Equityholder received by such representation, warranty or certification)the Equityholder after the Closing Date and (ii) its status as a “business development company” under the 1940 Act; or (d) the Servicer shall consent then notwithstanding anything herein to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object tocontrary, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor CertificatesAdministrative Agent, by written notice then given to the Servicer (and with a copy to the Trustee if given by the Investor CertificateholdersCollateral Custodian and Collateral Agent) (a “Servicer Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “----------------- "Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit or to give notice to the Trustee as to any required drawing or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Supplement, which has an Adverse Effect a material adverse effect on the Certificateholders of any Series then outstanding (without regard to the amount of any Enhancement) and which continues unremedied 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 TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount Invested Amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); thereby, and which continues to materially adversely affect the rights of the Certificateholders of any Series then outstanding (without regard to the amount of any Enhancement) or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07Section 8.7; provided, however, that any such failure that relates to any particular Receivable or group of Receivables shall not constitute a Servicer Default if the Servicer has made a deposit in the Collection Account with respect to such failure in accordance with Section 3.3; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series then outstanding (without regard to the amount of any Enhancement) and which continues to be incorrect in any material respect and which continues to affect materially and adversely the rights of the Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to the amount of any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount Invested Amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification)thereby; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling 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 bankruptcy, insolvency or reorganization statute, make any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, the Transferor or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Investor CertificatesAggregate Invested Amount, by notice then given in writing to the Servicer (and to the Trustee and the Transferor if given by the Investor Certificateholders) (a “"Termination ----------- Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as ------ Servicer under this Agreement; providedAgreement and in and to the Receivables and the proceeds thereof and appoint a new Servicer (a "Service Transfer"). The rights and ---------------- interests of the Transferor Interest will not be affected by any Service Transfer. The Trustee, however, if within 60 days of receipt of upon giving or receiving a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall immediately notify the Trustee prior to the Record Date for the Distribution Date Rating Agencies and any Enhancement Provider of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplementnotice. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”); Servicer, and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to take all reasonable actions to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including 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, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Recoveries. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the 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 reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsinterest. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (aSection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (ba delay in or failure of performance referred to in Section 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace period, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations. The Servicer shall immediately notify a Responsible Officer of the Trustee in writing of any Servicer Default.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Indenture Trustee to make such payment, transfer or deposit on or before the date occurring five (5) Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or givengiven by the Servicer, as the case may be, under the terms of this Agreement Agreement, the Indenture or any Indenture Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, the Indenture or any Indenture Supplement which has an Adverse Effect and which continues unremedied for a period of 60 sixty (60) days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by Holders of Investor Certificates Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates Notes Outstanding (or, with respect to any such failure that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Notes Outstanding of all Series adversely affected by to which such failurefailure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 6.02, 6.05 and 8.076.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 sixty (60) days after the date on which notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Investor Certificates Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates Notes Outstanding (or, with respect to any such representation, warranty or certification that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Notes Outstanding of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings Proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or an action seeking 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 a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingsProceedings, or the winding-up or liquidation of its affairs, shall have been entered commenced against the Servicer and such decree or order action shall have remained in force undischarged or unstayed for a period of 60 dayssixty (60) days or an order or decree providing for such relief shall have been entered; 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 bankruptcy, insolvency or reorganization statuteDebtor Relief Law, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, Indenture Trustee or the Holders of Investor Certificates Notes evidencing more than 50% a majority of the aggregate unpaid principal amount of all Investor CertificatesNotes Outstanding, by notice then given to the Servicer Servicer, the Transferor, and the Owner Trustee (and to the Indenture Trustee if given by the Investor CertificateholdersNoteholders) (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to Indenture and each outstanding Series in the related Indenture Supplement. The Transferors Indenture Trustee shall notify the Trustee prior each Rating Agency of any Servicer Default of which a Responsible Officer has actual knowledge and shall provide each Rating Agency with a copy of any Termination Notice given to the Record Date for Servicer and the Distribution Date of Owner Trustee by the purchase if Indenture Trustee or received by the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed Indenture Trustee pursuant to Investor Certificateholders in accordance with the terms of each Supplementthis Section 8.01. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 10.028.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 twenty (20) Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. The predecessor Servicer shall be responsible for all expenses incurred in transferring the servicing duties to the Successor Servicer. To the extent that compliance with this Section 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 reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 ten (10) Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 sixty (60) Business Days after the 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, terrorism, public disorder, rebellion or sabotage, strikes, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, each the Issuer, the Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five ten Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 aggregate unpaid principal amount Investor Interest of all any Series adversely affected thereby and continues to materially adversely affect such Investor Certificates Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (or, with respect to c) any such representation, warranty or certification that does 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 an 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 relate to all Series, less than 50% of the aggregate unpaid principal amount Investor Interest of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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 ServicerServicer and in enforcing all rights to Insurance Proceeds applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the 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 reasonably deems to be confidential, the Successor Servicer shall be required to enter into such each customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bin subsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Credit Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (subject to the last paragraph of this Section 7.01, a “"Servicer Default”") shall occur and be continuingcontinuing after the Certificate Trust Termination Date: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to Indenture Trustee pursuant to Article VIII of the Indenture (as modified by any Indenture Supplement) or to instruct Indenture Trustee to make such paymentany required drawing, transfer withdrawal or deposit payment under any Enhancement on or before the later of (i) the date occurring five 10 Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement Agreement, the Indenture or any Supplement; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Indenture Supplement or (ii) three Business Days after receiving written notice of such failure or otherwise becoming aware of such failureshall have been given to Servicer; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect material adverse effect on the rights of the Investor Certificateholders Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues unremedied for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Holders of Investor Certificates not less than 50% of the Outstanding Amount of any Series adversely affected thereby and continues to materially adversely affect such Holders for such period; or Servicer shall delegate its duties under this Agreement, except as permitted by Section 5.07; (c) 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 the Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to 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 Servicer by Indenture Trustee, or to Servicer and Indenture Trustee by the Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount Outstanding Amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Holders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent toobligations; (e) with respect to any Series, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, other event specified in the event of any Servicer DefaultIndenture Supplement for such Series, then, so long as the such Servicer Default shall not have been remediedremedied or waived, either the Indenture Trustee, or the Majority Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificatesoutstanding Series, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Investor CertificateholdersMajority Holders) and to any Enhancement Provider entitled thereto pursuant to the applicable Indenture Supplement (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations (other than unsatisfied obligations for acts or omissions during its tenure as Servicer) of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice . Upon the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case occurrence of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusalDefault, the Transferors Indenture Trustee shall deposit the purchase price into the Collection Account on promptly notify each Rating Agency of such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each SupplementServicer Default. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 10.027.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “"Service Transfer”"); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Indenture Trustee and such the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, hereunder including the transfer to such the 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 the Collection Account or any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to Issuer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 7.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Servicer shall, on the date of any Service Transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Successor Servicer. Servicer being terminated shall bear all costs of a Service Transfer, including but not limited to those of Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending this Agreement, if necessary. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aSection 7.01(a) above for a period of 10 ten Business Days after the applicable grace period or under paragraph Section 7.01(b) or (c) for a period of 60 days (in addition to any period provided in Section 7.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional ten Business Days or 60 days, respectively, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornados, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable the obligation to use its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement and Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt immediate notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Enhancement, in each case, within one Business Day after the date of the receipt by the Servicer of written notice from the Trustee or any Purchaser Representative that such payment, transfer transfer, deposit, withdrawal or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement Agreement, any Supplement or any Supplement; provided, however, that any such failure caused by a nonwillful 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 failureReceivables Purchase Agreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, any Supplement or any Receivables Purchase Agreement, which has a material adverse effect on (i) the Servicer's ability to collect the Receivables or otherwise perform its obligations under the Agreement, any Supplement or any Receivables Purchase Agreement or any Supplement which has an Adverse Effect (ii) the collectibility or value of the Receivables, and which continues unremedied for a period of 60 45 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, a Purchaser Representative or an Enhancement Provider, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less than 5025% of the aggregate unpaid principal amount Investor Interest of all Investor Certificates (or, with respect to any such failure that does not relate to all Certificate Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by or an Enhancement Provider and such failure)material adverse effect continues for such period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement Agreement, any Supplement or any Supplement Receivables Purchase Agreement or in any certificate delivered pursuant to this Agreement Agreement, any Supplement or any Supplement Receivables Purchase Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on (i) the rights Servicer's ability to collect the Receivables or otherwise perform its obligations under the Agreement, any Supplement or any Receivables Purchase Agreement or (ii) the collectibility or value of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Receivables, and which Adverse Effect continues to be incorrect in any material respect for a period of 60 45 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, a Purchaser Representative, or an Enhancement Provider or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing not less than 5025% of the aggregate unpaid principal amount Investor Interest of all Investor Certificates (or, with respect to any Certificate Series or an Enhancement Provider and such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by material adverse effect continues for such representation, warranty or certification)period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 commence or have commenced against it (unless dismissed within thirty days) as debtor a petition to take advantage of proceeding under any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Trust Interests and Purchaser Representatives of Receivables Purchase Series aggregating more than 5066-2/3% of the aggregate unpaid principal amount of all Investor CertificatesAggregate Investor/Purchaser Interest, by notice then given in writing to the Servicer Servicer, and each Purchaser Representative (and to the Trustee if given by the Investor CertificateholdersCertificateholders or the Purchaser Representatives) (a “"Servicer Termination Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest Trustee shall be equal to the sum promptly notify any Enhancement Provider of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising any such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each SupplementServicer Default. After receipt by the Servicer of a such Servicer Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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 or any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer in enforcing all rights to Insurance Proceeds applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the 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 reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under any Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above subsection 10.1(a), for a cumulative period of 10 ten Business Days after the applicable grace period Days, or under paragraph (bsubsection 10.1(b) or (c) above ), for a cumulative period of 60 sixty Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider, the Seller, and each Transferor and any Series Enhancer Purchaser Representative with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) : any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to make such payment, transfer the terms of this Agreement or deposit any Supplement on or before the date occurring five Business 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect a material adverse effect on the interests hereunder of the Investor Certificateholders of any Series or Class and which continues unremedied 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 Holders of Investor Certificates evidencing not less more than 50% of the aggregate unpaid principal amount of all Aggregate Investor Certificates Amount (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount Investor Amount of all Series adversely affected by to which such failurefailure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections Section 8.02 or 8.07, a Responsible Officer of the Trustee has actual knowledge of such delegation and 8.07; (c) such delegation continues unremedied for 15 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount; any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) or Class and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof 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 not less more than 50% of the aggregate unpaid principal amount of all Aggregate Investor Certificates Amount (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount Investor Amount of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or (d) or the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling 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 Servicer, and such decree or order shall have 78 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesAmount, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this AgreementAgreement and in and to the Receivables and the proceeds thereof; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates an Officer's Certificate of the Transferors Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in shall offer the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors Sellers the right of first refusal at their option to purchase the Certificateholders’ ' Interest on the Distribution Date in next succeeding 60 days after the next calendar monthreceipt by the Servicer of a Termination Notice. The purchase price for the Certificateholders’ ' Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors Sellers shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors they are exercising such right of first refusaloption. If any of the Transferors Sellers exercise such right option, such Sellers shall (x) if such Sellers' short-term deposits or long-term unsecured debt obligations are not rated at the time at least P-3 or Baa3, respectively, by Moody's, deliver to the Trustee an Opinion of first refusalCounsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Receivables constitute fair value for consideration paid therefor and as to the solvency of such Sellers, the Transferors shall purchase would not be considered a fraudulent conveyance and (y) deposit the purchase price into the Collection Account not later than 12:00 noon, New York City time, on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days promptly transfer its electronic records 79 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aunder subsection 10.01(a) above for a period of 10 5 Business Days after the applicable grace period or under paragraph subsection 10.01(b) or (c) for a period of 60 days (in addition to any period provided in subsection 10.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional 5 Business Days or 60 days, respectively, 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, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and any Supplement and the Servicer shall provide the Trustee, each Transferor Rating Agency, the Holders of the Seller Certificates and any Series Enhancer the Investor Certificateholders with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (subject to the last paragraph of this Section 7.01, a “"Servicer Default”") shall occur and be continuingcontinuing after the Certificate Trust Termination Date: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to Indenture Trustee pursuant to Article VIII of the Indenture (as modified by any Indenture Supplement) or to instruct Indenture Trustee to make such paymentany required drawing, transfer withdrawal or deposit payment under any Enhancement on or before the later of (i) the date occurring five 10 Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement Agreement, the Indenture or any Supplement; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Indenture Supplement or (ii) three Business Days after receiving written notice of such failure or otherwise becoming aware of such failureshall have been given to Servicer; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and which continues unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect material adverse effect on the rights of the Investor Certificateholders Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues unremedied for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Holders of Investor Certificates evidencing not less than 5025% of the aggregate unpaid principal amount Outstanding Amount of all Investor Certificates any Series adversely affected thereby and continues to materially adversely affect such Holders for such period; or Servicer shall delegate its duties under this Agreement, except as permitted by Section 5.07; (or, with respect to c) any such representation, warranty or certification that does 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 the Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to 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 Servicer by Indenture Trustee, or to Servicer and Indenture Trustee by the Holders of Notes evidencing not relate to all Series, 50less than 25% of the aggregate unpaid principal amount Outstanding Amount of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Holders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent toobligations; (e) with respect to any Series, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, other event specified in the event of any Servicer DefaultIndenture Supplement for such Series, then, so long as the such Servicer Default shall not have been remediedremedied or waived, either the Indenture Trustee, or the Majority Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificatesoutstanding Series, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Investor CertificateholdersMajority Holders) and to any Enhancement Provider entitled thereto pursuant to the applicable Indenture Supplement (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations (other than unsatisfied obligations for acts or omissions during its tenure as Servicer) of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of . Upon Indenture Trustee's receipt of notice, or actual knowledge of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates Responsible Officer of Indenture Trustee, of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case occurrence of a Servicer Default set forth in subsection 10.01(d)Default, grant the Transferors the right Indenture Trustee shall promptly notify each Rating Agency of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each SupplementServicer Default. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 10.027.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “"Service Transfer”"); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Indenture Trustee and such the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, hereunder including the transfer to such the 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 the Collection Account or any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to Issuer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 7.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Servicer shall, on the date of any Service Transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Successor Servicer. Servicer being terminated shall bear all costs of a Service Transfer, including but not limited to those of Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending this Agreement, if necessary. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aSection 7.01(a) above for a period of 10 ten Business Days after the applicable grace period or under paragraph Section 7.01(b) or (c) for a period of 60 days (in addition to any period provided in Section 7.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional ten Business Days or 60 days, respectively, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornados, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable the obligation to use its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement and Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt immediate notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit or to give notice to the Trustee as to any required drawing or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Supplement, which has an Adverse Effect a material adverse effect on the Certificateholders of any Series then outstanding (without regard to the amount of any Enhancement) and which continues unremedied 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 TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount Invested Amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); thereby, and which continues to materially adversely affect the rights of the Certificateholders of any Series then outstanding (without regard to the amount of any Enhancement) or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07Section 8.7; provided, however, that any such failure that relates to any particular Receivable or group of Receivables shall not constitute a Servicer Default if the Servicer has made a deposit in the Collection Account with respect to such failure in accordance with Section 3.3; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series then outstanding (without regard to the amount of any Enhancement) and which continues to be incorrect in any material respect and which continues to affect materially and adversely the rights of the Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to the amount of any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount Invested Amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such representation, warranty or certification)thereby; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling 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 bankruptcy trustee or a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling 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 bankruptcy, insolvency or reorganization statute, make any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, the Transferor or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Investor CertificatesAggregate Invested Amount, by notice then given in writing to the Servicer (and to the Trustee and the Transferor if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; providedAgreement and in and to the Receivables and the proceeds thereof and appoint a new Servicer (a “Service Transfer”). The rights and interests of the Transferor Interest will not be affected by any Service Transfer. The Trustee, however, if within 60 days of receipt of upon giving or receiving a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall immediately notify the Trustee prior to the Record Date for the Distribution Date Rating Agencies and any Enhancement Provider of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplementnotice. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”); Servicer, and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to take all reasonable actions to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including 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, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Recoveries. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the 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 reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsinterest. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (aSection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (ba delay in or failure of performance referred to in Section 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace period, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations. The Servicer shall immediately notify a Responsible Officer of the Trustee in writing of any Servicer Default.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer give advice or deposit or to give instructions or to give notice to the Receivables Trustee pursuant to an agreed schedule of collections and allocations or to advise the Receivables Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment pursuant to the Transaction Documents on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing or such instruction advice or notice is required to be made or given, as the case may be, under the terms of this Agreement Deed or any Supplement; provided, however, that any such failure caused by a nonwillful 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 failureTransaction Document; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Deed or any Supplement Transaction Document which has an a Material Adverse Effect on the interests of the Investor Beneficiaries of any Outstanding Issuance and which failure, if capable of remedy, continues unremedied for a period of 60 days or more 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 Receivables Trustee, or to the Servicer and the Receivables Trustee by Holders of an Investor Certificates evidencing not less than 50% Beneficiary or Investor Beneficiaries holding 50 per cent. or more of the aggregate unpaid principal amount Investor Interests in respect of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series Outstanding Issuance adversely affected thereby and continues to have a Material Adverse Effect on the interests of such Investor Beneficiary in respect of such Outstanding Issuance for such period; (c) delegation by such failure); or the Servicer shall assign or delegate of its duties under this AgreementDeed to any other entity, except as permitted by Sections 8.02 and 8.07Clause 10.6; (cd) any relevant representation, warranty or certification made by the Servicer in this Agreement or any Supplement Deed or in any certificate delivered pursuant to this Agreement or any Supplement shall prove hereto proves to have been incorrect when made, which has an a Material Adverse Effect on the rights interests of the Investor Certificateholders Beneficiaries in respect of any Series (which determination shall Outstanding Issuance and continues to be made without regard to whether funds are then available pursuant to incorrect in any Series Enhancement) and which Adverse Effect continues material respect for a period of 60 days or more after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, Receivables Trustee or to the Servicer and the Receivables Trustee by the Holders of an Investor Certificates evidencing not less than 50% Beneficiary or Investor Beneficiaries holding 50 per cent. or more of the aggregate unpaid principal amount Aggregate Investor Interest in respect of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series Outstanding Issuance adversely affected by thereby and continues to have a Material Adverse Effect on the interests of an Investor Beneficiary in respect of any Outstanding Issuance affected for such representation, warranty or certification); orperiod; (de) the Servicer shall consent to or take any corporate action relating to the appointment of a bankruptcy receiver, administrator, administrative receiver, liquidator, trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of it or relating to all or substantially all of its propertyrevenues and assets or proceedings are initiated against the Transferor under any applicable liquidation, insolvency, composition, re- organisation or similar laws for its winding-up, dissolution, administration or re- organisation (except for a solvent re-organisation) and such proceedings are not discharged within 60 days or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy receiver, administrator, administrative receiver, liquidator, trustee or a conservator similar officer of it or receiver relating to all or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation substantially all of its affairs, shall have been entered against the Servicer revenues and assets is legally and validly appointed and such decree or order shall have remained in force undischarged or unstayed for a period of 60 appointment is not discharged within 14 days; or or (f) a director of the Servicer shall admit in writing its inability that the Servicer is unable to pay its debts generally as they become due, file fall due within the meaning of Section 123(1) of the Insolvency Act 1986 or the Servicer makes a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any general assignment for the benefit of or a composition with its creditors or voluntarily suspend suspends payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object with a view to the filing general readjustment or rescheduling of any such petitionits indebtedness, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Default, then so long as the such Servicer Default shall not have been remedied, either the Receivables Trustee, if directed by the Investor Beneficiaries, or the Holders of Investor Certificates evidencing Beneficiaries representing in aggregate more than 50662/3% of the aggregate unpaid principal amount of all Combined Aggregate Investor CertificatesInterest, in each case by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Servicer Termination Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsDeed. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 London Business Days after the applicable grace period or under paragraph (b), (c) or (cd) above for a period of 60 London Business Days after the applicable grace period, (in addition to any period provided in (a) to (d) above) shall not constitute a Servicer Default if such delay or failure could not be have been 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 enemyGod, acts of declared or undeclared war, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power cuts or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement Deed and any Transaction Document and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer Receivables Trustee with an Officer’s 's Certificate of (copied to any Enhancement Provider, the Servicer Transferor and each Investor Beneficiary) giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to make such payment, transfer the terms of this Agreement or deposit any Supplement on or before the date occurring five ten (10) Business 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect a material adverse effect on the interests hereunder of the Investor Certificateholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which continues unremedied for a period of 60 sixty (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 TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such failurefailure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07, a Responsible Officer of the Trustee has actual knowledge of such delegation and such delegation continues unremedied for 15 days after the date on which written notice thereof, 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 Holders of Investor Certificates evidencing not less than 10% of the aggregate unpaid principal amount of all Investor Certificates; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues to be incorrect in any material respect for a period of 60 sixty (60) days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the TrusteeTrustee or the Transferor, or to the Servicer Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or (d) the Servicer shall consent to the appointment of a bankruptcy conservator, receiver, trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 conservator, receiver, trustee or 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 Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 sixty (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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, the Transferor or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificatesoutstanding Series, by written 77 notice then given to the Servicer (and to the Trustee Trustee, the Transferor, and any Series Enhancer entitled thereto pursuant to the relevant Supplement if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this AgreementAgreement and in and to the Receivables and the proceeds thereof; provided, however, if within 60 sixty (60) days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection Section 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates an Officer's Certificate of the Transferors Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shallshall grant a right of first refusal to the Transferor which would permit the Transferor at its option to purchase the Certificateholders' Interest on the Distribution Date in the next calendar month; provided further, except however, the foregoing right of first refusal shall not apply in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ ' Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors Transferor shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors they are exercising such right of first refusaloption. If the Transferors exercise it exercises such right of first refusaloption, the Transferors Transferor shall (x) deliver to the Trustee an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Receivables constitute fair value for consideration paid therefor and as to the solvency of the Transferor, the purchase would not be considered a fraudulent conveyance and (y) deposit the purchase price into the Collection Account not later than 12:00 noon, Richmond, Virginia time, on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the the, purposes of such Service Transfertransfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aunder Section 10.01(a) above for a period of 10 five (5) Business Days after the applicable grace period or under paragraph Section 10.01(b) or (c) for a period of sixty (60) days (in addition to any period provided in Section 10.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional five (5) Business Days or sixty (60) days, respectively, 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 warwar or terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and any Supplement and the Servicer shall provide the Trustee, each Transferor and Rating Agency, any Series Enhancer entitled thereto pursuant to the relevant Supplement, each Holder of a Transferor Certificate and the Investor Certificateholders with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (a “----------------- "Servicer Default”") shall occur and be continuingcontinuing after the FCMT Termination ---------------- Date: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Indenture Trustee to make such payment, transfer or deposit or to make any required drawing, withdrawal, or payment under any Enhancement required to be made by the Servicer on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing, or such instruction or notice is required to be made or givengiven by the Servicer, as the case may be, under the terms of this Agreement Agreement, the Indenture or any Indenture Supplement; provided, however, that any such failure caused by a nonwillful 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 material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has an Adverse Effect and a material adverse effect on the Noteholders, which continues unremedied for a period of 60 days after the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by Holders of Investor Certificates evidencing the Noteholders holding not less than 5010% of the aggregate unpaid outstanding principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continues to materially adversely affect such failure)Noteholders for such period; or the Servicer shall assign or delegate Servicer's delegation of its duties under this Agreement, Agreement except as permitted by Sections 8.02 and 8.07;Section 5.7; or ----------- (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Noteholders and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereof, of such failure requiring the same to be remedied, remedied shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Holders of Investor Certificates evidencing Noteholders holding not less than 5010% of the aggregate unpaid outstanding principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by thereby and continues to materially adversely affect such representationNoteholders for such period, warranty or certification); orif 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; (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency(i) become insolvent, 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 (ii) fail to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy(iii) voluntarily seek, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail acquiesce in the benefit or benefits of any Debtor Relief Law, or (iv) become a party to object to(or be made the subject of) any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, and, in the event such proceeding is involuntary, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall instituting same is not have been dismissed within 60 days of the filing thereofafter its filing; thenor (e) with respect to any Series, any other event specified in the event of any Servicer DefaultIndenture Supplement for such Series, then, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Investor Certificates evidencing Noteholders holding more than 50% of the aggregate unpaid principal amount of all Investor CertificatesOutstanding Amount, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Investor CertificateholdersNoteholders) (a “"Termination Notice”"), may terminate all but not less than all ------------------ of the rights and obligations of the Servicer as Servicer under this Agreement; provided, howeverAgreement and in and to the Receivables and the proceeds thereof (other than its rights and interest, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act any, as a Successor Servicer and receives Officers’ Certificates holder of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(dSeller Interest or any Notes), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 10.027.2, all authority and power of the Servicer under this Agreement ----------- shall pass to and be vested in a Successor Servicer; and the Successor Servicer (a “Service Transfer”); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the any Collection Account or Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 7.1 shall require the Servicer to disclose to the Successor ----------- Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causesinterest. The preceding sentence shall not relieve Servicer shall, on the Servicer from using date of any servicing transfer, transfer all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so rights and obligations, if any, in respect of any Enhancement to perform its obligationsthe Successor Servicer.

Servicer Defaults. If any one of the following events ----------------- (a “"Servicer Default”") shall occur and be continuing:: ---------------- (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five ten Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 aggregate unpaid principal amount Investor Interest of all any Series adversely affected thereby and continues to materially adversely affect such Investor Certificates Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (or, with respect to c) any such representation, warranty or certification that does 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 an 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 relate to all Series, less than 50% of the aggregate unpaid principal amount Investor Interest of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities 84 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination ----------- Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer ------ as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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, 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 ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the 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 reasonably deems to be confidential, the Successor Servicer shall be required to enter into such each customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bin subsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Credit Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one (a) Definition. Any of the following events (will constitute a “"Servicer Default”) shall occur and be continuing" pursuant to this Agreement: (ai) any failure by the Servicer to make any paymentpay- ment, transfer or deposit or to give instructions deliver any Monthly Statement or to give notice to Annual Statement which continues beyond the Trustee to make second Business Day after the date upon which such payment, transfer transfer, or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice delivery is required to be made or given, as the case may be, under the terms of pursuant to this Agreement or any Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (bii) any failure on the part of by the Servicer duly to observe or perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in pursuant to this Agreement or any Supplement which has an Adverse Effect Agreement, if such failure materially and which adversely affects the rights of the Noteholders and continues unremedied for a period of 60 thirty days after the earlier of (a) the date on which notice of written demand that such failure, requiring the same to failure be remedied, shall have been remedied is given to the Servicer by the Indenture Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing not less Notes evidencing, in the aggregate, more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% sum of the aggregate unpaid principal amount then Outstanding Class A Principal Balance and the then Outstanding Class B Principal Balance) or (b) the date on which a Responsible Officer of all Series adversely affected by the Servicer becomes aware of such failure); or ; (iii) any delegation of the Servicer shall assign or delegate its Servicer's duties under pursuant to this Agreement, except as permitted by Sections 8.02 and 8.07pursuant to Section 9.6; (civ) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove proves to have been incorrect in any material respect when made, which made and such incorrect statement has an Adverse Effect a material and adverse effect on the rights of the Investor Certificateholders of Holders and continues to be incorrect in any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues material respect for a period of 60 thirty days after the earlier of (a) the date on which notice thereof, requiring the same to written demand that such incorrect statement be remedied, shall have been remedied is given to the Servicer by the Indenture Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing not less Notes evidencing, in the aggregate, more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% sum of the aggregate unpaid principal amount then Outstanding Class A Principal Balance and the then Outstanding Class B Principal Balance or (b) the date on which a Responsible Officer of all Series adversely affected by the Servicer becomes aware of such representation, warranty or certification)incorrect statement; or (dA) the Servicer shall consent consents to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvencyinsol- vency, readjustment of debt, marshalling of assets and liabilities or similar proceedings proceeding of or relating to the Servicer or of or relating to all or substantially all of its propertyProperty, or (B) a decree or order of a court or agency or supervisory authority having proper jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingsproceeding, or for the winding-up or liquidation of its the Servicer's affairs, shall have been is entered against the Servicer and such decree or order shall have remained remains in force undischarged or unstayed for a period of 60 days; , or (C) the Servicer shall admit admits in writing its inability to pay pay, or fails to pay, its debts generally as they become due, file files a petition or commences any case or proceeding to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make makes any assignment for the benefit of its creditors or voluntarily suspend suspends payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit on or before the date occurring five Business 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 Supplement; provided, however, that any such failure caused by a nonwillful 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; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, any Supplement, the Affinity Card Agreement or any Supplement which has an Adverse Effect the Facilities Management Agreement and which continues unremedied for a period of 60 days after the date on which 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 Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such failurefailure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 10 days after the date on which notice thereof, 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 not less than 5010% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 5010% of the aggregate unpaid principal amount of all Series adversely affected by to which such representation, warranty or certificationcertification relates); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates an Officer's Certificate of the Transferors Transferor to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of shall grant a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to the Transferor which would permit the Transferor at its option to purchase the Certificateholders’ ' Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ ' Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors Transferor shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are it is exercising such right of first refusal. If the Transferors exercise Transferor exercises such right of first refusal, the Transferors Transferor shall deposit the purchase price into the Collection Account not later than 11:00 a.m., New York City time, on the Transfer Date preceding such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “"Service Transfer”"); and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the 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 the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 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 reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the 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 or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee pursuant to Article IV or to instruct the Trustee to make such paymentany required drawing, transfer withdrawal, or deposit payment under any Credit Enhancement on or before the date occurring five ten Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit drawing 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 Supplement; provided, however, that any such failure caused by a nonwillful 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 failureAgreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied 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 Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate unpaid principal amount of all Series adversely affected by such failure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, 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 aggregate unpaid principal amount Investor Interest of all any Series adversely affected thereby and continues to materially adversely affect such Investor Certificates Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (or, with respect to c) any such representation, warranty or certification that does 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 relate to all Series, less than 50% of the aggregate unpaid principal amount Investor Interest of all any Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification)Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or 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 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 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 bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereofobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Aggregate Investor CertificatesInterest, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives Officers’ Certificates of the Transferors to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall, except in the case of a Servicer Default set forth in subsection 10.01(d), grant the Transferors the right of first refusal to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month. The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if the Transferors are exercising such right of first refusal. If the Transferors exercise such right of first refusal, the Transferors shall deposit the purchase price into the Collection Account on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with the terms of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Trustee pursuant to Section 10.0210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”)Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunderhereunder including, 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, 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 ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days 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 the continued servicing of the Receivables in the manner and at such times as the 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 reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bin subsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace perioddays, 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 rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, each any Credit Enhancement Provider, the Transferor and any Series Enhancer the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.