Common use of Servicer Defaults Clause in Contracts

Servicer Defaults. Upon the occurrence of a Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designee.

Servicer Defaults. Upon If any one of the occurrence of 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 notice to the Trustee pursuant to Article IV or to make any required drawing, withdrawal, or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; 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 which has a material adverse effect on the Certificateholders, 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 50% of the Investor Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer's delegation of its duties under this Agreement except as permitted by Section 8.7; or (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Certificateholders and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period, or if such failure cannot be cured within such 60-day period owing to causes beyond the control of the Servicer, if the Servicer shall fail to proceed promptly to cure the same and prosecute the curing of such failure with diligence and continuity; or (d) the Servicer shall (a) become insolvent, (b) fail to pay its debts generally as they become due, (c) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law, or (d) become a party to (or be made the subject of) any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, and, in the event such proceeding is involuntary, the petition instituting same is not dismissed within 60 days after its filing; then, so long as such Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in any of the Accounts hereunder Collection Account or any other accountSeries Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for 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 necessary to protect its interest. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expenseobligations, as soon as practicableif any, and in respect of any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Enhancement to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeServicer.

Servicer Defaults. Upon If any one of the occurrence 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 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, deposit or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any Supplement; (b) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement, which has 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 Trustee or the Transferor, or to the Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series adversely affected 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 delegate its duties under this Agreement, except as permitted by Section 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 a material adverse effect on the rights of the 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 (without regard to the amount of any Enhancement) for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or the Transferor, or to the Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series adversely affected thereby; or (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer Defaultor of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied remedied, the Trustee, the Transferor or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee and the Transferor if given by the Investor Certificateholders) (a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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 related Loan Document with respect to which Service Transfer. The Trustee, upon giving or receiving a Termination Notice shall immediately notify the Rating Agencies and any Enhancement Provider of such notice was so givennotice. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”); Servicer, and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, take all reasonable actions to cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Recoveries. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 necessary to protect its interest. Notwithstanding the foregoing, a delay in or failure of performance referred to in Section 10.1(a) for a period of 10 Business Days after the applicable grace period or a delay in or failure of performance referred to in Section 10.1(b) or (c) 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 Administrative Agent public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using its designeebest 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 Transferor and the Holders of Investor Certificates with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of the 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. Upon If any one of the occurrence following events (a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer to give advice or notice to the Receivables Trustee pursuant to an agreed schedule of collections and allocations or to advise the Receivables Trustee to make any required drawing, withdrawal, or payment pursuant to the Transaction Documents on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing or such advice or notice is required to be made or given, as the case may be, under the terms of this Deed or any Transaction Document; (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Deed or any Transaction Document which has 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 an Investor Beneficiary or Investor Beneficiaries holding 50 per cent. or more of the Investor Interests in respect of any 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 the Servicer of its duties under this Deed to any other entity, except as permitted by Clause 10.6; (d) any relevant representation, warranty or certification made by the Servicer in this Deed or in any certificate delivered pursuant hereto proves to have been incorrect when made, which has a Material Adverse Effect on the interests of the Investor Beneficiaries in respect of any Outstanding Issuance and continues to be incorrect in any material respect 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 an Investor Beneficiary or Investor Beneficiaries holding 50 per cent. or more of the Aggregate Investor Interest in respect of any Outstanding Issuance adversely affected 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 period; (e) the Servicer shall consent to or take any corporate action relating to the appointment of a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or relating to all or substantially all of its revenues 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 receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or relating to all or substantially all of its revenues and assets is legally and validly appointed and such appointment is not discharged within 14 days; or (f) a director of the Servicer Defaultshall admit in writing that the Servicer is unable to pay its debts as they fall due within the meaning of Section 123(1) of the Insolvency Act 1986 or the Servicer makes a general assignment for the benefit of or a composition with its creditors or voluntarily suspends payment of its obligations with a view to the general readjustment or rescheduling of its indebtedness, and for then so long as such Servicer Default shall not have been remedied or waived remedied, either the Receivables Trustee, if directed by the Administrative Agent: (A) By Investor Beneficiaries, or Investor Beneficiaries representing in aggregate more than 662/3% of the Combined Aggregate Investor Interest, in each case by notice then given in writing to the Servicer (such notice being a “"Servicer Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and Deed. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 London Business Days or under paragraph (b), (c) or (d) for a period of 60 London Business Days (in addition to any related Loan Document with respect period provided in (a) to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent (d) above) shall be deemed to have knowledge of not constitute a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt 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, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power cuts or similar causes. The preceding sentence shall not relieve the Servicer from using reasonable efforts to perform its obligations in a Termination Notice, timely manner in accordance with the terms of this Deed and on any Transaction Document and the date that a Successor Servicer shall have been appointed provide the Receivables Trustee with an Officer's Certificate (copied to any Enhancement Provider, the Transferor and each Investor Beneficiary) giving prompt notice of such failure or delay by the Administrative Agent pursuant to Section 17.2it, all authority and power together with a description of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes cause of such Servicing Transfer including, without limitation, all actions necessary failure or advisable delay and its efforts so to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at perform its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeobligations.

Servicer Defaults. Upon Each of the occurrence of following shall ----------------- constitute a "Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agent:" (Aa) By notice then given in writing to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a Termination Notice, and period of five Business Days after written notice is received by the Servicer from the Applicable Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power part of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of Seller or the Servicer to cooperate duly observe or to execute perform in any material respect any other covenants or deliver such documents or instruments) to execute and deliver, on behalf agreements of the Servicer, as attorney-in-fact Seller or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and in the ability Purchase Agreement, this Agreement or any of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost other Further Transfer and expense, with the Administrative Agent and such Successor Servicer in Servicing Agreements which failure (i) effecting materially and adversely affects the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the ContractsFinancial Parties, and (ii) assisting continues unremedied for a period of 60 days after the Successor date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller or the Servicer. The Servicer shall, at its sole cost and expense, as soon applicable, by either Trustee, or to the Seller or the Servicer, as practicableapplicable, and to either Trustee by 25% or more of the Controlling Class as of the close of the preceding Distribution Date; (c) any representation, warranty or certification made by the Servicer pursuant to this Agreement, the Purchase Agreement, Indenture or any other Further Transfer and Servicing Agreement shall prove to have been incorrect in any event within three (3) Business Days material respect when made, and if the consequences of such Servicing Transferrepresentation, warranty or certification being incorrect shall be susceptible of remedy in all material respects, such consequences shall not be remedied in all material respects within 30 days after the Servicer first becomes aware or is advised that such representation, warranty or certification was incorrect in a material respect; (Ad) assemble such documentsthe entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, instruments receiver or liquidator for the Seller or the Servicer, in any insolvency, readjustment of debt, marshaling of assets and other records (including computer tapes and disks)liabilities or similar proceedings, which evidence or for the affected Collateralwinding up or liquidation of their respective affairs, and which are necessary the continuance of any such decree or desirable to collect order unstayed and in effect for a period of 60 consecutive days; or (e) the affected Sites consent by the Seller or Contracts and shall make the same available Servicer to the Successor appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or the Administrative Agent of or its designee at a place selected by the Successor Servicer relating to substantially all of their respective property; or the Administrative Agent and in such form as the Successor Servicer Seller or the Administrative Agent may reasonably requestServicer shall admit in writing its inability to pay its debts generally as they become due, and (B) segregate all cashfile a petition to take advantage of any applicable insolvency or reorganization statute, checks and other instruments received by it from time to time constituting Collections in respect make an assignment for the benefit of the Sites its creditors or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or voluntarily suspend payment of its designeeobligations.

Servicer Defaults. Upon If any one of the occurrence following events ----------------- (a "Servicer Default") shall occur and be continuing: (a) failure by the Servicer or, if First USA is the Servicer, the Seller, 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 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; (b) failure on the part of the Servicer or, if First USA is the Servicer, the Seller, duly to observe or perform any other covenants or agreements of the Servicer or, if First USA is the Servicer, of the Seller, set forth in this Agreement or any Supplement which has a material adverse effect on the Certificateholders, 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 the Seller, as the case may be, by the Trustee, or to the Servicer or the Seller, as the case may be, and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests in the Trust aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby; or the Servicer shall assign its duties under this Agreement, except as permitted by subsection 3.01(b)(v) of the Agreement and Section 8.07 of the Agreement; (c) any representation, warranty or certification made by the Servicer in this Agreement, any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders and which material adverse effect continues for Certificateholders 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 Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests in the Trust aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and in and to the Receivables and the proceeds thereof (other than its rights and interests as the Seller and as a holder of the Exchangeable Seller's Certificate evidencing the Seller Interest under this Agreement); provided, however, if within 60 days of receipt -------- ------- of a Termination Notice the Trustee does not receive any related Loan Document bids from Eligible Servicers in accordance with subsection 10.02(c) of the Agreement to act as a Successor Servicer and receives an Officers' Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, then the Trustee shall grant a right of first refusal to the Servicer (for so long as the Seller is the Servicer) which would permit the Servicer at its option to purchase the interest of all Investor Certificateholders on the Distribution Date in the next calendar month. The purchase price for such interest with respect to each Series of Investor Certificates shall be equal to the higher of (i) the Invested Amount for such Series on the Distribution Date of such purchase plus accrued and unpaid interest thereon at the applicable Certificate Rate through the end of the Interest Accrual Period preceding such Distribution Date and (ii) a price equivalent to the average of bids quoted on the Record Date or, if not a Business Day, on the next succeeding Business Day by at least two recognized dealers selected by the Trustee (which may be selected from the list attached as Schedule 4), for the purchase by such notice was so givendealers of a security similar to the Investor Certificates of such Series and rated in the highest category by each Rating Agency with a remaining maturity approximately equal to the remaining maturity of the Investor Certificates of such Series. None The Servicer shall notify the Trustee in writing prior to the Record Date for the Distribution Date of Administrative Agentthe purchase, Collateral Agentif it is exercising such right of first refusal. If it exercises the right of first refusal, the Paying Agent or Servicer shall deliver to the Calculation Agent Trustee an Opinion of Counsel (which must be an independent outside counsel) to the effect that the purchase would not be considered a fraudulent conveyance and deposit the purchase price into the Collection Account on the Transfer Date preceding such Distribution Date in immediately available funds. If the Servicer does not exercise such right of first refusal, the Trustee shall not offer the interest of the Investor Certificateholders to any other Person. Notwithstanding anything to the contrary in this Agreement, the entire amount of the applicable purchase price shall be deemed distributed to have knowledge the Investor Certificateholders of a Servicer Default until a Responsible Officer thereof has received written notice thereof. each Series on the Distribution Date following deposit pursuant to Section 12.03 of the Agreement, and in the case of clause (Bii) above such deposit shall be allocated on the basis of the prices quoted for each such Series. Except in the event of manifest error, the allocation of the Trustee shall be final and binding upon all Investor Certificateholders and, by acceptance of its Certificate, any Investor Certificateholder agrees that the Trustee shall not be liable therefor. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.02 of the Agreement, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing "Service Transfer”"); and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 necessary to protect its interest. Notwithstanding the foregoing, a delay in or failure of performance under subsection 10.01(a) of the Agreement for a period of 10 Business Days or under subsection 10.01(b) or (c) of the Agreement for a period of 60 Business Days, shall not constitute a Servicer Default, if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an Act of God or the Administrative Agent 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 its designeebest efforts to perform its respective 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 the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Servicer shall immediately notify the Trustee in writing of any Servicer Default.

Servicer Defaults. Upon If any one of the occurrence 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 notice to the Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, ---------- withdrawal, or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer, deposit withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement, which has a material adverse effect on the Certificateholders of any Series (which determination shall be made without regard to whether funds are available to the Certificateholders of any Series under any applicable 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 (i) the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of any Series adversely affected thereby or (ii) to the extent provided in any Supplement by the related Enhancement Provider, and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; ----------- (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Certificateholders of any Series (which determination shall be made without regard to whether funds are available to the Certificateholders of any Series under any applicable Enhancement) and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by (i) the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of any Series adversely affected thereby or (ii) to the extent provided in any Supplement by the related Enhancement Provider, and continues to materially adversely affect such Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer Defaultor of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the ------------------ rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so givenAgreement. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan ------------ Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s servicing rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsobligations. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account, and any of the Accounts hereunder or any other accountSeries Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Recoveries and Interchange allocable to the Trust. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for 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 necessary to protect its interests. Subject to the immediately preceding sentence, the Servicer agrees to grant to the Successor Servicer an exclusive, non-transferrable, non-assignable license to utilize the software which is owned by the Servicer and which is used by the Servicer in connection with the servicing of the Accounts and the Receivables; provided, however, that such software shall be used by the -------- ------- Successor Servicer solely for the purposes of servicing the Accounts and the Receivables. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expense, as soon as practicable, and in obligations under the Enhancement with respect to any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Series to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeServicer.

Servicer Defaults. Upon If any one of the occurrence 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 notice to the Trustee pursuant to the terms of this Agreement or 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; (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 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 more than 50% of the Aggregate Investor Amount (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such failure relates); or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.02, 8.07 or 13.08, 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 more than 50% of the Aggregate Investor Amount; (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 a material adverse effect on the rights of the Investor Certificateholders of any Series or Class 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 more than 50% of the Aggregate Investor Amount (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or 84 the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Trustee or waived the Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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 any related Loan Document receives an Officer's Certificate of the 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 offer the Transferors the right at their option to purchase the Certificateholders' Interest on the Distribution Date next succeeding 60 days after the receipt 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 they are exercising such option. If any of the Transferors exercise such option, such Transferors shall (x) if short-term deposits or long-term unsecured debt obligations of the parent of such Transferors are not rated at the time at least P-3 or Baa3, respectively, by Moody's, deliver to the Trustee an Opinion of Counsel (which must be ▇▇ ▇▇▇▇pendent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Transferors have received reasonably equivalent value and as to the solvency of such notice was so given. None of Administrative Agent, Collateral AgentTransferors, the Paying Agent or purchase would not be considered a fraudulent transfer and (y) deposit the Calculation Agent 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 deemed allocated and distributed to have knowledge Investor Certificateholders in accordance with Article IV and the terms of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 necessary to protect its interests. Notwithstanding the foregoing, any delay in or failure of performance under subsection 10.01(a) for a period of 5 Business Days or under 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)) 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 Administrative Agent 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 its designeebest 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 Rating Agency, the Holders of the Transferor Certificates 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 to so perform its obligations.

Servicer Defaults. Upon Any of the occurrence following events shall constitute a "SERVICER DEFAULT": (a) any failure by Servicer in its capacity as Servicer to make any payment, transfer or deposit required by any Transaction Document to be made by it or to give instructions or to give notice to Trustee to make such payment, transfer or deposit, which failure continues unremedied for three Business Days, (b) except as set forth in the other paragraphs of this SECTION 10.1, failure on the part of Servicer in its capacity as Servicer duly to observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Agreement or any other Transaction Document, which failure has a material adverse effect on the Holders and continues unremedied for a period of 30 days after the date on which written notice of the failure, requiring the same to be remedied, shall have been given to Servicer by Trustee, or to Servicer and Trustee by any Noteholder or, subject to the prior written approval of the Required Holders, Issuer, (c) Servicer shall assign its duties under this Agreement, except as permitted by SECTIONS 3.1(b) and 8.3, (d) any Daily Report or Monthly Report shall fail to have been correct in any material respect when made or delivered, or shall not have been delivered when required under the terms hereof, and in either case such condition continues unremedied for a period of three Business Days; or any other representation, warranty or certification made by Servicer in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall fail to have been correct in any material respect when made or delivered, which failure has a materially adverse effect on the Noteholders and which materially adverse effect continues unremedied for a period of 15 Business Days after the date on which written notice of failure, requiring the same to be remedied, shall have been given to Servicer by Trustee or to Servicer and Trustee by any Noteholder or, subject to the prior written approval of the Required Holders, Issuer, or (e) any Bankruptcy Event shall occur with respect to Servicer. In the event of any Servicer Default, and for so long as such Servicer Default shall not have been remedied remedied, Issuer shall, at the direction of Trustee or waived the Required Holders, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “Termination Notice”"TERMINATION NOTICE"), the Administrative Agent may terminate all (but not less than all all) of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass in and to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitationthe Receivables, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein Related Pledged Assets and the ability of the Backup Servicer to appoint a subservicer for certain functionsproceeds thereof. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as As soon as practicablepossible, and in any event within three five Business Days, after an Authorized Officer of Servicer has obtained knowledge of the occurrence of any Servicer Default, Servicer shall furnish Issuer, Trustee and the Rating Agencies, and Trustee shall promptly furnish each Noteholder, notice of such Servicer Default. Notwithstanding the foregoing, a delay in or failure in performance referred to in SUBSECTION (3a) for a period of ten Business Days after the applicable grace period, or in SUBSECTION (b) or (d) for a period of such Servicing Transfer30 Business Days after the applicable grace period, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence shall not constitute a Servicer Default if the affected Collateral, and which are necessary delay or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected failure could not have been prevented by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received exercise of reasonable diligence by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer delay or failure was caused by an act of God or the Administrative Agent public enemy, riots, acts of war, acts of terrorism, epidemics, flood, embargoes, weather, landslides, fire, earthquakes or similar causes. The preceding sentence shall not relieve Servicer from using its designeebest efforts to perform its obligations in a timely manner in accordance with the terms of the Transaction Documents, and Servicer shall promptly give Issuer and Trustee an Officer's Certificate notifying them of its failure or delay.

Servicer Defaults. Upon If any one of the occurrence 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 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; (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 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, the Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.02 and 5.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the 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, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee, conservator, receiver, liquidator or similar official 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, conservator, receiver, liquidator or similar official 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; 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; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, any of the Indenture Trustee, any Controlling Entity or waived the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Outstanding Notes, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”"TERMINATION NOTICE"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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 7.02(c) to act as a Successor Servicer and any related Loan Document receives an Officer's Certificate of the 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 grant a right of first refusal to the Transferor which would permit the Transferor at its option to acquire the Notes on the Distribution Date in the next calendar month. The price for the Notes shall be equal to the sum of the amounts specified therefor with respect to which each Outstanding Series in the related Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution Date of the acquisition if it is exercising such notice was so givenright of first refusal. None If the Transferor exercises such right of Administrative Agent, Collateral Agentfirst refusal, the Paying Agent or Transferor shall deposit the Calculation Agent 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 price shall be deemed allocated and distributed to have knowledge Noteholders in accordance with the terms of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) the Indenture and each Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.27.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing Transfer”"SERVICE TRANSFER"); and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three (3) 20 Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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. The Servicer shall pay to the Indenture Trustee and any Successor Servicer the reasonable transition expenses incurred by such person and the agents in connection with any transition of Servicing. 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 Administrative Agent 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 designeeobligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, Owner Trustee, 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.

Servicer Defaults. Upon (a) If any of the occurrence following events (a "Servicer Default") occurs and is continuing with respect to the Servicer: (i) 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; (ii) failure on the part of the Servicer duly to observe or perform in any material respect any other of its covenants or agreements set forth in this Agreement that has an Adverse Effect and continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.01(a), 5.02 and 6.02; (iii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such error has an Adverse Effect on the rights of the Noteholders of any Series (which determination will be made without regard to whether funds are then available pursuant to any Series Enhancement) and such Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); or (iv) the Servicer 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, is entered against the Servicer and such decree or order remains in force undischarged or unstayed for a period of 60 days; or the Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, makes any assignment for the benefit of its creditors or voluntarily suspends payment of its obligations; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall has not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by the Administrative Agent: (A) By notice then given in writing to the Servicer, the Back-up Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement Agreement; provided, however, that if within 60 days of receipt of a Termination Notice the Back-up Servicer has not succeeded to the rights and obligations of the Servicer, a Successor Servicer has not been appointed and the Indenture Trustee has not received any related Loan Document bids from Eligible Servicers to act as a Successor Servicer in accordance with Section 6.02(c) and the Indenture Trustee receives an Officer's Certificate of the 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 will grant a right of first refusal to the 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 price for the Noteholders' Collateral will be equal to the sum of the Reassignment Amounts with respect to which each outstanding Series in the related Indenture Supplement. The Transferor will notify the Indenture Trustee prior to the Record Date (as defined in the Indenture) for the Distribution Date of the acquisition if it is exercising such notice was so givenright of first refusal. None If the Transferor exercises such right of Administrative Agent, Collateral Agentfirst refusal, the Paying Agent or Transferor will deposit the Calculation Agent shall 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 price will be deemed allocated and distributed to have knowledge the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a Servicer Default until a Responsible Officer thereof has received written notice thereofcorresponding increase in the Transferor Interest. (Bb) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.26.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall will pass to and be vested in such the Successor Servicer (a “"Servicing Transfer”"); and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsTransfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer be that are held in trust by the Servicer for deposit to any on the date of the Accounts hereunder or any other accounttransfer, or which shall that have been deposited by the Servicer, in the Collection Account, or that thereafter be are received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event will within three (3) 20 Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments times as the Successor Servicer reasonably requests. To the extent that compliance with this Section requires the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the Servicer deems reasonably necessary to protect its interests. (c) Notwithstanding the foregoing, a delay in or failure of performance referred to in clause (i) of Section 6.01(a) for a period of ten Business Days after the Administrative Agent applicable grace period or under clause (ii) or (iii) of Section 6.01(a) for a period of 60 Business Days after the applicable grace period, 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 a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes outside the reasonable control of the Servicer. The preceding sentence will not relieve the Servicer from using all commercially reasonable efforts to perform its designeeobligations in a timely manner in accordance with the terms of this Agreement and the Servicer will provide the Indenture Trustee, the Owner Trustee, the Transferor, the Back-up Servicer 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.

Servicer Defaults. Upon If any one of the occurrence of 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 notice to the Trustee pursuant to Section 4.5 or to make a drawing under any Letter of Credit on or before the date occurring five Business Days after the date such payment, transfer, deposit or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any Supplement; 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 a material adverse effect on the Certificateholders, 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 25% of the Aggregate Investor Amount; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; or (c) any representation, warranty or certification made by the Servicer in this Agreement, any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 25% of the Aggregate Investor Amount, or if such failure cannot be cured within such 60-day period owing to causes beyond the control of Servicer, if Servicer shall fail to proceed promptly to cure the same and thereafter prosecute the curing of such failure with diligence and continuity; or (d) the Servicer shall (a) become insolvent, (b) fail to pay its debts generally as they become due, (c) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law, or (d) become a party to (or be made the subject of) any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, and, in the event such proceeding is involuntary, the petition instituting same is not dismissed within 90 days after its filing; then, so long as such Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Aggregate Investor Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof (other than its rights and interest, if any, as Holder of the Exchangeable Certificate under this Agreement). None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, the Finance Charge Account or, the Principal Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for 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 necessary to protect its interest. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expenseobligations, as soon as practicableif any, and in any event within three (3) Business Days under the Letter of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Credit to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeServicer.

Servicer Defaults. Upon If any one of the occurrence following events (a "Servicer Default") shall occur and be continuing with respect to the Servicer: (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 action to be taken under any Enhancement Agreement on or before 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, which failure is not cured within five Business Days after notice of such failure from the Trustee to the Servicer; (b) failure on the part of the Servicer duly to observe or perform its covenant not to create any Lien on any Receivable which failure has a material adverse effect on the Certificateholders and which continues unremedied for a period of sixty (60) days after written notice to it of such failure; provided, however, that a "Servicer Default" shall not be deemed to have occurred if the Seller or the Servicer shall have repurchased the related Receivables or, if applicable, all of the Receivables during such period in accordance with the provisions of this Agreement; (c) failure on the part of the Servicer duly to observe or perform any covenants or agreements of the Servicer set forth in this Agreement (other than with respect to those specified in clause (a) or (b) above and with respect to clauses (viii), (ix) and (x) under Section 3.3(a) hereof, to the extent the terms of Section 3.3(c) hereof have been complied with) which failure has a material adverse effect on the Certificateholders and which continues unremedied for a period of thirty (30) 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; (d) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Investor Certificateholders of any Series and which material 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 Trustee; provided, however, that a "Servicer Default" shall not be deemed to have occurred if the Seller or the Servicer shall have repurchased the related Receivables or, if applicable, all of such Receivables during such period in accordance with the provisions of this Agreement; (e) the Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty 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; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied or waived remedied, the Trustee, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations (other than its obligations that have accrued up to the time of such termination) of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing "Service Transfer”); ") and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments Service Transfer; provided that in respect of Collections and to enforce no event shall the Collateral Agent’s rights and remedies with respect to Servicer incur any liability for any such action by the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsTrustee. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 necessary to protect its interest. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of 10 Business Days or under Section 10.1(b), (c) or (d) for a period of 60 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the Administrative Agent 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 its designeebest 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 Agents, any Enhancement Providers, the Seller and the Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Trustee in writing of any Servicer Default.

Servicer Defaults. Upon If any one of the occurrence 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 notice to the Trustee pursuant to the terms of this Agreement or 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; (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 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 more than 50% of the Aggregate Investor Amount (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such failure relates); or the Servicer shall delegate its duties under this Agreement, except as permitted by Sections 8.02 or 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 more than 50% of the Aggregate Investor Amount; (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 a material adverse effect on the rights of the Investor Certificateholders of any Series or Class 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 more than 50% of the Aggregate Investor Amount (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Trustee or waived the Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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 related Loan Document bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives an Officer's Certificate of the 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 offer the Transferor the right at its option to purchase the Certificateholders' Interest on the Distribution Date next succeeding 60 days after the receipt 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 which each outstanding Series in the related Supplement. The Transferor shall notify the Trustee in writing prior to the Record Date for the Distribution Date of the purchase if it is exercising such notice was so givenoption. None of Administrative Agent, Collateral AgentIf the Transferor exercises such option, the Paying Agent Transferor shall (x) if the Transferor's short-term deposits or long-term unsecured debt obligations are not rated at the Calculation Agent time at least P-3 or Baa3, respectively, by Moody's, 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, New York City time, on such Distribution Date in immediately available funds. The purchase price shall be deemed allocated and distributed to have knowledge Investor Certificateholders in accordance with Article IV and the terms of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 necessary to protect its interests. Notwithstanding the foregoing, any delay in or failure of performance under subsection 10.01(a) for a period of 5 Business Days or under subsections 10.01(b) or (c) for a period of 60 days (in addition to any period provided in subsections 10.01(a), (b) or (c)) 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 Administrative Agent 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 its designeebest 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 Rating Agency, the Holders of the Transferor Certificates 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 to so perform its obligations.

Servicer Defaults. Upon If any one of the occurrence following events (a "SERVICER DEFAULT") shall occur and be continuing: (a) failure on the part of the Servicer or any Co-Servicer duly to observe or perform in any respect any of the covenants or agreements of the Servicer or Co-Servicer set forth in this Agreement or any Relevant Document which has 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 Investor Beneficiaries representing in aggregate more than one-half of the aggregate Investor Interests of any 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; (b) delegation by the Servicer or any Co-Servicer of its duties under this Agreement to any other entity, except as permitted by Clause 3.7; (c) any relevant representation, warranty or certification made by the Servicer or any Co-Servicer in this Agreement or in any certificate delivered pursuant hereto proves to have been incorrect when made, which has a Material Adverse Effect on the interests of the Investor Beneficiaries of any Applicable Series and 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 or, if applicable, any Co-Servicer by an Investor Beneficiary or Investor Beneficiaries representing in aggregate more than one-half of the aggregate Investor Interests of any Applicable Series 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 affected for such period; (d) the Servicer or any Co-Servicer shall consent to or take any corporate action relating to the appointment of a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or relating to all or substantially all of its revenues and assets or an order of the court is made for its winding-up, dissolution, administration or reorganisation (except for a solvent re-organisation) and such order shall have remained in force undischarged or unstayed for a period of 60 days or a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or relating to all of its revenues and assets is legally and validly appointed; (e) a duly authorised officer of the Servicer Defaultor any Co-Servicer shall admit in writing that the Servicer or such Co-Servicer is unable to pay its debts as they fall due within the meaning of Section 123(1) of the Insolvency ▇▇▇ ▇▇▇▇ or the Servicer or such Co-Servicer makes a general assignment for the benefit of or a composition with its creditors or voluntarily suspends payment of its obligations with a view to the general readjustment or rescheduling of its indebtedness, and for then so long as such Servicer Default shall not have been remedied the Beneficiaries acting together or waived (as the case may be) the Investor Beneficiaries representing in aggregate more than 662/3% of the Aggregate Investor Interest, by the Administrative Agent: (A) By notice then given in writing to the Servicer or, if applicable, the Co-Servicer (such notice being copied to the Receivables Trustee) (a “Termination Notice”"TERMINATION NOTICE"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer and any Co-Servicer as servicer Servicer and Co-Servicer respectively under this Loan Agreement. For the avoidance of doubt, any Termination Notice given in accordance with this Clause 4.1 shall terminate the appointment of both the Servicer and any Co-Servicer regardless of which entity was the subject of the Servicer Default. Notwithstanding the foregoing, a delay in or failure of performance referred to in Clause 4.1(a), (b) or (c) for a period of 60 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 or Co-Servicer, as the case may be, and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power cuts or similar causes. The preceding sentence shall not relieve the Servicer or Co-Servicer from using reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agentrelevant agreement and the Servicer and, Collateral Agentif applicable, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Co-Servicer shall have been appointed provide any Enhancement Provider, the Transferor, any Additional Transferor and each Beneficiary with an Officer's Certificate giving prompt notice of such failure or delay by the Administrative Agent pursuant to Section 17.2it, all authority and power together with a description of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes cause of such Servicing Transfer including, without limitation, all actions necessary failure or advisable delay and its efforts so to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at perform its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeobligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by Servicer to make any payment, transfer or deposit or to give instructions or notice to Indenture Trustee on or before the date occurring five Business Days after the date such payment, transfer, deposit, or such instruction or notice is required to be made or given by Servicer, as the case may be, under the terms of this Agreement, the Indenture or any Indenture Supplement; or (b) failure on the part of Servicer duly to observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Agreement which has 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 3.2 or 3.7, 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 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 such representation, warranty or certification that does not relate to all Series, 25% of the aggregate outstanding principal amount of all Series to which such representation, warranty or certification relates); (d) Servicer shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of Servicer in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or for the winding-up or liquidation of its affairs and, if instituted against Servicer, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or the commencement by Servicer, of a voluntary case under any Debtor Relief Law, or such Person’s consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or any general assignment for the benefit of creditors; or such Person or any Subsidiary of such Person shall have taken any corporate action in furtherance of any of the foregoing actions; or (e) with respect to any Series, any other event specified in the Indenture Supplement for such Series, then, in the event of any Servicer Default, so long as Servicer Default shall not have been remedied, either Indenture Trustee or Noteholders holding more than 50% of the Outstanding Amount, by notice given to Servicer (and to Indenture Trustee and any Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement if given by the Noteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of Servicer, as Servicer, under this Agreement and in and to the Receivables and the proceeds thereof. Upon the occurrence of a Servicer Default, and for so long as the Indenture Trustee shall promptly notify each Rating Agency of such Servicer Default shall not have been remedied or waived by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate all but not less than all Default. After termination of the rights and obligations of the Servicer as servicer Servicer’s responsibilities under this Loan Agreement and any related Loan Document with respect pursuant to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent Section 4.1 or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice4.2, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.24.3, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing Service Transfer”); and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of 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 Servicing Transfer including, without limitation, all actions necessary or advisable transfer of servicing rights. Servicer agrees to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies cooperate with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein Indenture Trustee and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, including the transfer to such the Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by Servicer, in the Accounts hereunder or any other accountCollection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other enforcing all rights to Insurance Proceeds. Servicer shall promptly transfer its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 4.1 shall require Servicer to disclose to the Successor Servicer information of any kind which Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as Servicer shall deem appropriate to protect its interests. Notwithstanding the foregoing, any delay in or failure of performance under Section 4.1(a) for a period of five Business Days or under Section 4.1(b) or (c) for a period of 60 days (in addition to any period provided in Section 4.1(a), (b) or (c)) 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 Servicer and such delay or failure was caused by an act of God or the Administrative Agent 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 Servicer from the obligation to use its designeebest efforts to perform its obligations in a timely manner in accordance with this Agreement and Servicer shall provide Indenture Trustee, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement and Transferor with an Officer’s Certificate giving immediate notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Upon 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 into the Collection Account (including, without limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to 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 material delegation of the Servicer’s duties that is not permitted by Section 6.1) and the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) the Servicer fails in any material respect to comply with the Credit and Collection Policy and the Servicing Standard regarding the servicing of the Collateral and the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer Defaultby the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (f) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 3.5%; (g) the Servicer consents or agrees to, or otherwise permits to occur, under circumstances in which the Servicer could have reasonably prevented the occurrence thereof, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.18(g)) of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could have a Material Adverse Effect on the Collateral, the Administrative Agent or the other Secured Parties, without the prior written consent of the Administrative Agent which amendment shall remain in effect for a period of ten Business Days after notice thereof is delivered to the Administrative Agent (which notice has been delivered within seven days after the effectiveness of such amendment) and the Administrative Agent shall not have delivered a written consent thereto during such ten Business Day period; provided, however, that such prior written consent shall not be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (h) the Company or an Affiliate thereof shall cease to be the Servicer; (i) the occurrence or existence of any change with respect to the Servicer which has a Material Adverse Effect; (j) the Company fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as increased by (i) 80% of the proceeds of any equity offerings of the Company consummated after the Closing Date, and (ii) 50% of cumulative positive net income earned by the Company after the Closing Date; (k) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (l) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect on the Administrative Agent or the Secured Parties and which continues to be unremedied for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (m) [Reserved]; (n) any financial or other information reasonably requested by the Administrative Agent, the Liquidity Bank or the Lender is not provided as requested within a reasonable amount of time following such request; (o) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $7,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (p) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) relating to any four of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇, or any failure by any four of the aforementioned Persons to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, which no later than 60 days after the occurrence of any event specified above is not cured by the Servicer hiring a reputable, experienced individual reasonably satisfactory to the Administrative Agent to replace the Person who is no longer actively participating in the management of the Servicer or which is not waived in writing by the Administrative Agent; provided, however, that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day to day management or failure to provide active and material participation in the Servicer’s daily activities; (q) any change in the control of the Servicer that takes the form of either a merger or consolidation that does not comply with the provisions of Section 5.5(b); (r) the Subservicing Agreement with JPMorgan FCS Corp. ceases to be in effect for 90 days during such time as it is required to be in effect hereunder, and such Subservicing Agreement is not replaced with subservicing arrangements satisfactory to the Administrative Agent in its sole discretion; or (s) the unpaid outstanding face amount of the $100,000,000 Delayed Draw Extendible Senior Secured Notes due 2008 of the Company (the “Fortress Notes”) has been declared due and payable in full following the occurrence of an event of default with respect to the Fortress Notes; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied or waived by within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent: (A) By , by written notice then given in writing to the Servicer (such notice being with a copy to the Trustee) (a “Servicer Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeAgreement.

Servicer Defaults. Upon (a) Definition. Any of the occurrence of following events will constitute a "Servicer Default" pursuant to this Agreement: (i) any failure by the Servicer to make any payment, transfer or deposit or deliver any Monthly Statement or Annual Statement which continues beyond the second Business Day after the date upon which such payment, transfer, deposit or delivery is required to be made pursuant to this Agreement; (ii) any failure by the Servicer to observe or perform in any material respect any other covenant or agreement of the Servicer pursuant to this Agreement, if such failure materially and adversely affects the rights of the Lender and continues unremedied for so long a period of thirty days after the earlier of (a) the date on which written demand that such failure be remedied is given to the Servicer by the Lender or (b) the date on which a Responsible Officer of the Servicer becomes aware of such failure; (iii) any delegation of the Servicer's duties pursuant to this Agreement, except as such permitted pursuant to Section 6.7; (iv) any representation, warranty or certification made by the Servicer Default shall not in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made and such incorrect statement has a material and adverse effect on the rights of the Lender and continues to be incorrect in any material respect for a period of thirty days after the earlier of (a) the date on which written demand that such incorrect statement be remedied or waived is given to the Servicer by the Administrative Agent:Lender or (b) the date on which a Responsible Officer of the Servicer becomes aware of such incorrect statement; or (A) By notice then given the Servicer consents to the appointment of a conservator or receiver or liquidator in writing any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate or all but not less than or substantially all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agentits Property, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer a decree or order of a Termination Noticecourt or agency or supervisory authority having proper jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and on liabilities or similar proceeding, or for the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate winding-up or to execute or deliver such documents or instruments) to execute and deliver, on behalf liquidation of the Servicer's affairs, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect is entered against the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer decree or order remains in force undischarged or unstayed for a period of 90 days, or (iC) effecting the termination of the responsibilities and rights of the Servicer admits in writing its inability to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other accountpay, or which shall thereafter be received with respect fails to pay, its debts generally as they become due, files a petition or commences any case or proceeding to take advantage of any applicable bankruptcy, insolvency or reorganization statute, makes any assignment for the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at benefit of its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days creditors or voluntarily suspends payment of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeobligations.

Servicer Defaults. Upon The happening of any one or more of the occurrence of following events shall constitute a Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agenthereunder: (Aa) By Any failure by either Servicer to make any payment, deposit, advance or transfer of funds required to be paid, deposited, advanced or transferred under the terms of this Agreement, and such failure continues unremedied for five (5) days after discovery by such Servicer of such failure or receipt by such Servicer of notice then given of such failure; (b) Failure on the part of either Servicer duly to observe or perform in writing any material respect any of its respective covenants or agreements contained in this Agreement or the Supervisory Servicing Agreement which continues unremedied for thirty (30) days after the earlier to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations occur of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which obtaining actual knowledge of such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent failure or the Calculation Agent Servicer's receipt of written notice of such failure or breach as the case may be; provided, however, if such failure shall be deemed to have knowledge of a nature that it cannot be cured within thirty (30) days, such failure shall not constitute a Servicer Default hereunder if within such 30-day period the Servicer gives notice to the Trustee and the Supervisory Servicer of the corrective action it proposes to take, which corrective action is agreed in writing by the Trustee to be satisfactory and the Servicer shall thereafter pursue such corrective action diligently until a Responsible Officer thereof has received written such default is cured but in no event longer than ninety (90) days after such notice thereof.is given; (Bc) After receipt by the Servicer A decree or order of a Termination Noticecourt or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and on liabilities or similar proceedings, or for the date that a Successor Servicer winding-up or liquidation of its affairs, shall have been appointed by entered against a Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of ninety (90) days; (d) A Servicer shall consent to the Administrative Agent pursuant appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Section 17.2such Servicer or of or relating to all or substantially all of its property; (e) A Servicer shall admit in writing its inability to pay its debts generally as they become due, all authority and power file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payments of its obligations; (f) A Servicer under this Loan Agreement and each other Loan Document shall pass cease to and be vested an Eligible Servicer; (g) A material adverse change occurs in such Successor Servicer (the financial condition of a “Servicing Transfer”); andServicer, without limitation, which change materially impairs the Administrative Agent is hereby authorized, empowered and instructed (upon the failure ability of the Servicer to cooperate perform its obligations under this Agreement; or (h) Any representation or warranty made by a Servicer in any Transaction Document proves to execute have been incorrect in any material respect when made, which has a material adverse effect on the Noteholders and which continues to have a material adverse effect or deliver be incorrect in any material respect for a period of thirty (30) days after written notice of such documents inaccuracy, requiring it to be remedied, has been given to the Servicers by the Trustee, the Supervisory Servicer or instruments) any Noteholder; provided, however, if such inaccuracy is of a nature that it cannot be remedied within such 30-day period and the Servicer gives notices to execute the Trustee and deliver, on behalf the Supervisory Servicer of the Servicercorrective action it proposes to take, as attorney-in-fact or otherwise, all documents which corrective action is agreed in writing by the Trustee to be satisfactory and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and thereafter pursue such Successor Servicer corrective action diligently until such default is cured but in no event longer than ninety (i90) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on days from the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeenotice.

Servicer Defaults. Upon If any one of the occurrence of following events (a "Servicer Default, ") shall occur and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agentbe continuing: (Aa) By any failure by the Servicer to make any payment, transfer or deposit or to give notice then or instructions to the Indenture Trustee to make any required withdrawal or payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any Indenture Supplement, or within the applicable grace period, which will not exceed 35 Business Days; (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 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 in writing to the Servicer (such notice being a “Termination Notice”)by the Owner Trustee, the Administrative Indenture Trustee or the applicable Collateral Agent may terminate all but or to the Servicer, the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent by Holders of Notes evidencing not less than all 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 7.02, 7.05 and 7.06; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Series, Class or Tranche and obligations 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 applicable Collateral Agent, or to the Servicer, the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent by the Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches to which such representation, warranty or certification relates); (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, readjust- ment 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 (e) any other Servicer Default described in any Indenture Supplement. (a) to act as a Successor Servicer and receives an Officer's Certificate of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to the effect that the Servicer cannot in good faith cure the Servicer Default which such notice was so given. None of Administrative Agent, Collateral Agentgave rise to the Termination Notice, the Paying Agent or Indenture Trustee shall assume the Calculation Agent shall be deemed to have knowledge role of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) Successor Servicer. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing "Service Transfer”); ") and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Collateral provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account for the applicable Asset Pool, or which shall thereafter be received with respect to the Sites and the ContractsCollateral, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three (3) 20 Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence or electronic copies thereof relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Collateral in the manner and at such cash, checks and instruments 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 Administrative 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, the applicable Collateral Agent and each Transferor with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its designeeefforts so to perform its obligations.

Servicer Defaults. Upon If any one of the occurrence 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 to the Indenture Trustee to make any required withdrawal or payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any Indenture Supplement, or within the applicable grace period, which will not exceed 35 Business Days; (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 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 or the Indenture Trustee or to the Servicer, the Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount of all 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, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 7.02, 7.05 and 7.06; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any 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 or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount of all 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, Classes or Tranches of Notes to which such representation, warranty or certification relates); (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 Defaultor 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 (e) any other Servicer Default described in any Indenture Supplement; then, so long as such the Servicer Default shall not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all affected Notes, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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(a) to act as a Successor Servicer and any related Loan Document with respect receives an Officer’s Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which such notice was so given. None of Administrative Agent, Collateral Agentgave rise to the Termination Notice, the Paying Agent or Indenture Trustee shall assume the Calculation Agent shall be deemed to have knowledge role of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) Successor Servicer. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing Service Transfer”); ) and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Issuing Entity. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three (3) 20 Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence or electronic copies thereof relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 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 subsection (a) above for a period of 10 Business Days after the applicable grace period or under subsection (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 Administrative Agent 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 designeeobligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee or the Owner Trustee and the Transferor 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.

Servicer Defaults. Upon If any one of the occurrence 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 given, as the case may be, under the terms of this Agreement, the Indenture or any Indenture Supplement; (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 which has an Adverse Effect and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.02 and 5.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the 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 sixty (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, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); (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 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 (e) any other Servicer Default described in the related Indenture Supplement; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement Agreement; provided, however, if within sixty (60) days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 7.02(c) to act as a Successor Servicer and any related Loan Document with respect receives an Officer’s Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which such notice was so given. None of Administrative Agent, Collateral Agentgave rise to the Termination Notice, the Paying Agent Indenture Trustee shall grant a purchase option and right of first refusal to the Transferor which would permit the Transferor at its option to redeem or acquire the Calculation Agent Notes on the Distribution Date in the next calendar month; provided further, however, the foregoing purchase option or right of first refusal shall be deemed to have knowledge not apply in the case of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) set forth in subsection 7.01(d). The price to redeem or acquire the Notes shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Indenture Supplement. The Transferor shall notify the Indenture Trustee in writing prior to the Record Date for the Distribution Date of the acquisition if it is exercising such purchase option and right of first refusal. If the Transferor exercises such purchase option or right of first refusal, the Transferor shall deposit the 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 price shall be allocated and distributed to Noteholders in accordance with the terms of the Indenture and each Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.27.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing Service Transfer”); and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three twenty (320) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 ten (10) Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 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 Administrative Agent 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 designeeobligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, Owner Trustee, 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.

Servicer Defaults. Upon If any one of the occurrence 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 to the Indenture Trustee to make any required withdrawal or payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any Indenture Supplement, or within the applicable grace period, which will not exceed 35 Business Days; (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 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 applicable Collateral Agent or to the Servicer, the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent by Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 7.02, 7.05 and 7.06; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any 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 applicable Collateral Agent, or to the Servicer, the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent by the Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches to which such representation, warranty or certification relates); (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 (e) any other Servicer Default described in any Indenture Supplement. Then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all affected Notes, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”"TERMINATION NOTICE"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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(a) to act as a Successor Servicer and any related Loan Document with respect receives an Officer's Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which such notice was so given. None of Administrative Agent, Collateral Agentgave rise to the Termination Notice, the Paying Agent or Indenture Trustee shall assume the Calculation Agent shall be deemed to have knowledge role of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) Successor Servicer. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing Transfer”); "SERVICE TRANSFER") and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Collateral provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account for 74 the applicable Asset Pool, or which shall thereafter be received with respect to the Sites and the ContractsCollateral, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three (3) 20 Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence or electronic copies thereof relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Collateral in the manner and at such cash, checks and instruments 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 Administrative 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, the applicable Collateral Agent and each Transferor with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its designeeefforts so to perform its obligations.

Servicer Defaults. Upon If any one of the occurrence following events (a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit (other than with respect to any Credit Balances) or to give instructions or notice to the Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement (other than those set forth in subsections 3.03(g), (i) and (j)), which has a material adverse effect on the Investor Certificateholders of any Series (which determination shall be made without regard to the availability of any Credit Enhancement or similar credit support device) and which continues unremedied for a period of 60 days after the date on which written notice of such failure, stating that such notice is a "Notice of Servicer Default" hereunder and 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 Certificateholders Ownership Interests of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate or assign its duties under this Agreement, except as permitted by Section 8.02 or 8.07; provided, however, that failure on the part of the Servicer duly to observe or perform in any respect any covenants or agreements of the Servicer set forth in subsections 3.03(g), (i) or (j) of this Agreement, which has a material adverse effect on the Investor Certificateholders of any Series (which determination shall be made without regard to the availability of any Credit Enhancement or similar credit support device) and which continues after, and notwithstanding, the removal by the Servicer of the related Receivable in accordance with the last paragraph of Section 3.03, shall be a Servicer Default unless the Servicer shall have, within 60 days after the date (following such removal) on which written notice of such continuing material adverse effect 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 Certificateholders Ownership Interests of any Series adversely affected thereby, remedied such failure; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate (including without limitation any Monthly Servicer Report) delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series (which determination shall be made without regard to the availability of any Credit Enhancement or similar credit support device) and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Certificateholders Ownership Interests of any Series adversely affected thereby; or (d) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or other similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Defaultand such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or take any corporate action in furtherance of any of the foregoing; then, so long as such Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Certificateholders Ownership Interests, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer (and which termination shall apply to each person acting as Servicer if more than one Person is acting as Servicer) under this Loan Agreement and in and to the Receivables. Any determination that an inaccuracy or other event, which with notice and/or the passage of time would constitute a Servicer Default, would have a material adverse effect on Holders of one or more Series of Certificates shall be made without regard to the availability of any related Loan Document Credit Enhancement or similar credit support device with respect to which such notice was so givenSeries. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s servicing rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsobligations. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Trust Assets provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in the Collection Account, the Finance Charge Account, the Principal Account, and any of the Accounts hereunder or any other accountSeries Account, or which shall thereafter be received with respect to the Sites and the ContractsTrust Assets, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Recoveries allocable to the Trust. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the 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 Trust Assets 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. Subject to the immediately preceding sentence, the Servicer agrees to grant to the Successor Servicer an exclusive, non-transferable, non-assignable license to utilize the software which is owned by the Servicer and which is used by the Servicer in connection with the servicing of the Loans and the related Receivables; provided, however, that such software shall be used by the Successor Servicer solely for the purposes of servicing the Trust Assets. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expense, as soon as practicable, and in obligations under the Credit Enhancement with respect to any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in subsection 10.01(a) for a period of 10 Business Days or under subsection 10.01(b) or (c) for a period of 60 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the Administrative Agent public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using its designee at best efforts to perform its obligations in a place selected timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, any Credit Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer's Certificate giving prompt notice of such failure or delay by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably requestit, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect together with a description of the Sites cause of such failure or the Contracts in a manner acceptable delay and its efforts so to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or perform its designeeobligations.

Servicer Defaults. Upon If any one of the occurrence 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 notice to the Trustee pursuant to the terms of this Agreement or 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; (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 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 more than 50% of the Aggregate Investor Amount (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such failure relates); or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.02 or 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 more than 50% of the Aggregate Investor Amount; (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 a material adverse effect on the rights of the Investor Certificateholders of any Series or Class 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 more than 50% of the Aggregate Investor Amount (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Trustee or waived the Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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 related Loan Document bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives an Officer's Certificate of the 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 offer the Transferor the right at its option to purchase the Certificateholders' Interest on the Distribution Date next succeeding 60 days after the receipt 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 which each outstanding Series in the related Supplement. The Transferor shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if it is exercising such notice was so givenoption. None of Administrative Agent, Collateral AgentIf the Transferor exercises such option, the Paying Agent Transferor shall (x) if the Transferor's short-term deposits or long-term unsecured debt obligations are not rated at the Calculation Agent time at least P-3 or Baa3, respectively, by Moody's, 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, New York City time, on such Distribution Date in immediately available funds. The purchase price shall be deemed allocated and distributed to have knowledge Investor Certificateholders in accordance with Article IV and the terms of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 necessary to protect its interests. Notwithstanding the foregoing, any delay in or failure of performance under subsection 10.01(a) for a period of 5 Business Days or under subsections 10.01(b) or (c) for a period of 60 days (in addition to any period provided in subsections 10.01(a), (b) or (c)) 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 Administrative Agent 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 its designeebest 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 Rating Agency, the Holders of the Transferor Certificates 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 to so perform its obligations.

Servicer Defaults. Upon If any one of the following events (a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer (i) to deliver any information to the Collateral Agent required pursuant to Section 6.01(f) on or before the date such information is required to be given under the terms of this Credit Agreement and such failure shall remain unremedied for three Business Days after written notice from the Collateral Agent, (ii) to deliver any other information or reports to the Collateral Agent required pursuant to Section 6.01 (including, without limitation, the failure to deliver any Servicer's Daily Report or Settlement Report) on or before the date such information, Servicer's Daily Report or Settlement Report is required to be given or made under the terms of this Credit Agreement and such failure shall (in the case of any report other than a Servicer's Daily Report or Settlement Report) remain unremedied for ten Business Days after written notice from the Collateral Agent, or (iii) to make any payment, transfer or deposit on or before the date such payment, transfer or deposit is required to be made under the terms of this Credit Agreement or any of the other Facility Documents to which it is a party; or (b) any failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Credit Agreement or any of the other Facility Documents to which it is a party, which failure continues unremedied for a period of ten days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Collateral Agent, or to the Servicer and the Collateral Agent by any of the Administrative Agent, the Surety, or Triple-A; or the Servicer shall assign its duties under this Credit Agreement or under any of the other Facility Documents to which it is a party, except as permitted in accordance with the terms of Sections 10.02 and 13.04; or (c) any representation, warranty or certification made by the Servicer in this Agreement or any other Facility Document to which it is a party or in any certificate delivered pursuant to this Credit Agreement or any other Facility Document to which it is a party shall prove to have been incorrect in any material respect when made; or (d) the Servicer shall become subject to an Insolvency Event; or (e) a final judgment is rendered against Ag Services while acting as Servicer in an amount greater than $1,000,000 and, within 30 days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 10 days after the expiration of any such stay, such judgment is not discharged; or (f) the Servicer or any Affiliate of the Servicer shall fail to pay any principal of or premium or interest on any Debt for which the Servicer is liable (whether as a primary or secondary party) if the aggregate principal amount of such Debt is $250,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any such Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or (g) if the Servicer is Ag Services or an Affiliate of Ag Services, the occurrence of any Event of Default specified in Section 9.01(l) or (r); or (h) any of the Collateral Agent, the Administrative Agent, Triple-A or the Surety (A) shall receive notice from the Servicer that the Servicer is no longer able to discharge its duties under this Agreement or (B) shall determine, in their respective reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, that the Servicer (1) has experienced a material adverse change in its business, assets, liabilities, operations, or financial condition, (2) has defaulted on any of its material obligations (other than those included in this Agreement), or (3) has ceased to conduct its business in the ordinary course; or (i) the Servicer Defaultshall fail to comply in any material respect with the Credit and Collection Policy in the performance of its duties hereunder; THEN, and for so long as such Servicer Default shall not have been remedied or waived remedied, the Collateral Agent by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “"Servicer Termination Notice”"), may at the Administrative Agent may request and shall at the direction of Triple-A or the Surety (and in either case, with the consent of the Liquidity Agent) terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect to which (such notice was so giventermination being herein called a "Servicer Transfer"). None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing Transfer”)appointed pursuant to Section 10.02; and, without limitation, the Administrative Collateral Agent is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Collateral Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites Acquired Advances and the Contracts as Loan Documents provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all any Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of or withdrawal in a Lock-Box Account or the Accounts hereunder or any other account, Collection Account or which shall thereafter be received by the Servicer with respect to the Sites Acquired Advances and the ContractsLoan Documents, and (ii) in assisting the Successor Servicer in enforcing all rights under this Agreement including, without limitation, allowing the Successor Servicer's personnel access to the Servicer's premises for the purpose of collecting payments on the Acquired Advances and Loan Documents. The Servicer shall promptly transfer its electronic records relating to the Acquired Advances and Loan Documents 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 and necessary for the continued servicing of the Acquired Advances and Loan Documents 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 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 necessary to protect its interest and as shall be satisfactory in form and substance to the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available hereby consents to the Successor Servicer entry against it of an order for preliminary, temporary or the Administrative Agent or its designee at a place selected permanent injunctive relief by any court of competent jurisdiction, to ensure compliance by the Successor Servicer or with the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect provisions of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeethis paragraph.

Servicer Defaults. Upon the The occurrence of anyone or more of the following events shall constitute a Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agent: (Aa) By notice then given in writing The Servicer shall fail to instruct the Servicer (such notice being a “Termination Notice”)Bank and Owner to make any payment, the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent transfer or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and deposit on or before the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within occurring three (3) Business Days after the date such instruction is required to be made by the Servicer under this Agreement or shall fail duly to observe any covenant of the Servicer set forth in Section 3.2 or Section 4.2. (b) The Servicer shall fail duly to observe or perform any other covenant or agreement of the Servicer set forth in this Agreement or in any other Transaction Document and such failure shall continue unremedied for fifteen (15) days after the earlier of the date on which the Servicer receives notice of such Servicing Transferfailure and the date on which the Servicer becomes aware of such failure, or should have become aware pursuant to usual and customary policies and procedures normally applied by Servicer in accordance with Section 4.2(a). (Ac) assemble Any representation, warranty or certification made by the Servicer in this Agreement or in any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed made and such documentsrepresentation, instruments warranty or certification shall continue to be incorrect in any material respect for fifteen (15) days after the earlier of the date on which the Servicer receives notice of such incorrectness and other records the date on which the Servicer becomes aware of such incorrectness, or should have become aware pursuant to usual and customary policies and procedures normally applied by· Servicer in accordance with Section 4.2(a). (including computer tapes d) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and disks)liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, which evidence or a decree or order of a court or agency or supervisory authority having jurisdiction in the affected Collateralpremises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and which are necessary liabilities or desirable similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of ninety (90) days, or the Servicer shall admit in writing its inability to collect pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the affected Sites benefit of its creditors or Contracts voluntarily suspend payment of its obligations. (e) The Annual Attrition Rate equals or exceeds 15.0% or the Quarterly Attrition Rate equals or exceeds 17.0%, except as disclosed on Schedule 5.1(e) hereto. (f) There occurs and shall make is continuing a material Event of Default under that certain Credit Agreement by and between Owner and FCC, LLC (“FCC”) as agent and the lenders thereto (as the same available may be amended, modified or restated, the “Senior Credit Agreement”) under Section 8.1.1, 8.1.12, 8.1.13 or 8.1.3 (but with respect to Section 8.1.3, only with respect to an Event of Default thereunder caused by a breach of Section 7.2.16 or 7.2.20) of the Successor Servicer Senior Credit Agreement or such Event of Default under the Senior Credit Agreement which materially adversely effects the Alarm Accounts as collateral or the Administrative Agent ability of Owner to service the Senior Funded Debt (as currently defined in the Senior Credit Agreement) in both cases, as reasonably determined by FCC as agent, beyond the date notice thereof is delivered to CastleRock by FCC or its designee at Owner, plus application of any cure period. Owner shall promptly provide CastleRock with a place selected copy of any notice of default under the Senior Credit Agreement which it receives; provided however this Section 5.1(f) shall apply only to such Events of Default which arise under the terms of the Senior Credit Agreement as executed by the Successor Servicer or the Administrative Agent parties as of May 25, 2007, a true and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received correct copy of which has been provided to CastleRock by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeOwner.

Servicer Defaults. Upon If any one of the occurrence following events (a "Servicer Default") shall occur and be continuing with respect to the Servicer: (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 give notice to the Indenture Trustee as to any action to be taken under any Enhancement Agreement on or before the date occurring five days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; (b) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement which has a material adverse effect on the Noteholders of any Series, 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 Indenture Trustee; (c) the Servicer shall delegate its duties under this Agreement, except as permitted by Sections 3.01 and 5.07; (d) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Noteholders of any Series and which material 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 Indenture Trustee; (e) the Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have 41 remained in force undischarged or unstayed; 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; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied or waived remedied, the Indenture Trustee, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations (other than its obligations that have accrued up to the time of such termination) of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.26.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing "Service Transfer”); ") and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 5.01 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 necessary to protect its interest; (f) failure on the part of the Servicer to engage a back-up Servicer with 180 days of the Series 200__-__ Closing Date. Notwithstanding the foregoing, a delay in or failure of performance under Section 6.01(a) for a period of five Business Days, under Section 6.01(b) for a period of 60 days or under Section 6.01(d) for a period of 60 days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the Administrative Agent public enemy, acts of declares 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 its designeebest efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, any Agents, any Enhancement Providers, the Transferor and Indenture with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee in writing of any Servicer Default.

Servicer Defaults. Upon If any one of the occurrence following events (each, a "Servicer Default") shall ---------------- occur and be continuing: (a) any failure by the Servicer to deposit or credit to the Collection Account any amount required under this Agreement to be so deposited or credited, which failure continues unremedied for a period of two Business Days after discovery by the Servicer or receipt by the Servicer of written notice of such failure from the Issuer, the Indenture Trustee or the Insurer or after discovery of such failure by an officer of the Servicer; (b) the Insurer, the Indenture Trustee or the Issuer shall not have received a report in accordance with Section 3.08 by the Servicer Report Date with respect to which such report is due and which shall continue unremedied for a period of one day after the date on which written notice of such failure, requiring the same to be remedied, shall have been given; (c) failure on the part of the Seller or the Servicer duly to observe or to perform any other covenants or agreements of the Seller or the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Noteholders, the Insurer, the Issuer, the Owner Trustee or the Indenture Trustee and (ii) continue unremedied for a period of 30 days after the date on which the Seller, the Custodian or the Servicer shall have knowledge of such failure or written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Seller or the Servicer, as the case may be, by the Insurer, the Issuer, the Owner Trustee or the Indenture Trustee or (B) to the Seller or the Servicer, as the case may be, and to the Issuer and the Indenture Trustee by Noteholders, acting together as a single class, evidencing in the aggregate not less than 25% of the Outstanding Principal Amount of the Notes or, so long as no Insurer Default has occurred and is continuing, by the Insurer; (d) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer Defaultor the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Servicer or the Seller and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; (e) the commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; (f) any merger or consolidation or sale of assets of the Servicer in violation of the covenant set forth in Section 6.02 hereof; (g) the Servicer shall have failed in the reasonable opinion of the Insurer to service the Contracts in accordance with the Servicing Standards and such failure shall have continued unremedied for 30 days after written notice of such failure shall have been delivered to the Servicer by the Insurer; (h) any representation, warranty or statement of the Servicer or the Seller made in this Agreement or the other Basic Documents or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made (excluding, however, any representation or warranty made in this Agreement or any other Basic Document as to which Section 2.03 or 3.06 shall be applicable so long as the Servicer or the Seller shall be in compliance with Section 2.03 or 3.06, as the case may be), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Noteholders or the Insurer and, within 30 days after written notice thereof shall have been given to the Servicer or the Seller by the Indenture Trustee or the Issuer or by Noteholders, acting together as a single Class, evidencing in the aggregate not less than 25% of the Outstanding Principal Amount of the Notes, or so long as no Insurer Default has occurred, by the Insurer, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (i) the subservicing agreement between World Omni Financial Corp. and the Servicer shall for any reason cease to be in full force and a successor Subservicer acceptable to the Insurer shall not be appointed within 60 days, or if any party thereto denies that it has any further liability thereunder or gives notice to such effect; (j) the Indenture Trustee shall, for any reason, fail to have a valid perfected first priority security interest in Contracts pledged by the Issuer to the Indenture Trustee the outstanding aggregate Principal Balance of which exceeds 5.00% of the Pool Balance; (k) unless authorized under Section 5.02, the Seller shall enter into any transaction described in Section 5.02 regardless of the surviving entity; or (l) an Event of Default as defined in the Insurance Agreement; then and in each and every case, so long as such Servicer Default shall not have been remedied remedied, (i) if no Insurer Default has occurred and is continuing, the Insurer or waived (ii) if an Insurer Default has occurred and is continuing, the Indenture Trustee acting at the direction of the Noteholders evidencing not less than 25% of the outstanding amount of the Notes, acting together as a single Class, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “Termination Notice”)and to the Insurer, the Administrative Agent Indenture Trustee and the Issuer if given by the Noteholders) may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect Agreement. Upon such termination, termination of the Servicer as custodian, if the Servicer is acting as such, can be made pursuant to which such notice was so givenSection 2.08. None of Administrative Agent, Collateral Agent, On or after the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2such written notice of termination, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall Agreement, whether with respect to the Notes, the Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer (a “Servicing Transfer”); as may be appointed under Section 7.02 and, without limitation, the Administrative Agent is Indenture Trustee and the Issuer are hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, deliver on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do and or accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer includingnotice of termination, without limitation, all actions necessary or advisable whether to collect complete the transfer and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability endorsement of the Backup Servicer to appoint a subservicer for certain functionsContracts and related documents, or otherwise. The Servicer hereby agrees to cooperate, at its sole cost and expense, shall cooperate with the Administrative Agent Indenture Trustee, the Insurer and such Successor Servicer the Issuer in (i) effecting the termination transfer of the responsibilities and rights of the Servicer under this Agreement (whether due to conduct servicing hereunder and under the applicable Loan Documentstermination, includingresignation or otherwise), without limitation, including the transfer to the Indenture Trustee or such Successor Servicer Servicer, as applicable, for administration by it of all authority of cash amounts that (i) shall at the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer time be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other accountin, or which shall have been deposited by the Servicer in, the Collection Account or (ii) shall thereafter be received by it with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicerany Contract. The predecessor Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days shall pay all costs of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or associated with its transition to the Administrative Agent or its designee at a place selected by the role of Successor Servicer (whether due to termination, resignation or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeotherwise).

Servicer Defaults. Upon If any one of the occurrence 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 notice to the Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; provided, however, that any such failure caused by a non- willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement, which has 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 the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer Defaultor of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so givenAgreement. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s servicing rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsobligations. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account, the Interest Funding Account or the Principal Account, and any of the Accounts hereunder or any other accountSeries Account, or which shall thereafter be received with respect to the Sites and Receivables. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Contracts, and (ii) assisting Receivables to the Successor ServicerServicer 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 deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expense, as soon as practicable, and in obligations under the Enhancement with respect to any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Series to the Successor Servicer or Servicer. In connection with any service transfer, all reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably requestrecords, and (B) segregate all cash, checks correspondence and other instruments received by it from time documents with respect to time constituting Collections in respect of the Sites or Receivables and the Contracts in a manner acceptable other Trust Property to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all amending this Agreement to reflect such cash, checks and instruments to the succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the Servicer (unless the Trustee is acting as the Servicer on a temporary basis, in which case the original Servicer shall be responsible therefor) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance referred to in subsection 10.1(a) for a period of five Business Days or under subsection 10.1(b) or (c) for a period of 60 days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the Administrative Agent public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications outages, computer failure or similar causes. The preceding sentence shall not relieve the Servicer from using its designeebest 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 Transferor and the Holders of Investor Certificates with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. Upon If any one of the occurrence of following events (a "Servicer Default, ") shall occur and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agentbe continuing: (Aa) By any failure by the Servicer to make any payment, transfer or deposit or to give notice then or instructions to the Indenture Trustee to make any required withdrawal or payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any Indenture Supplement, or within the applicable grace period, which will not exceed 35 Business Days; (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 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 in writing to the Servicer (such notice being a “Termination Notice”)by the Owner Trustee, the Administrative Indenture Trustee or the applicable Collateral Agent may terminate all but or to the Servicer, the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent by Holders of Notes evidencing not less than all 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 7.02, 7.05 and 7.06; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Series, Class or Tranche and obligations 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 applicable Collateral Agent, or to the Servicer, the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent by the Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches to which such representation, warranty or certification relates); (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 (e) any other Servicer Default described in any Indenture Supplement. (a) to act as a Successor Servicer and receives an Officer's Certificate of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to the effect that the Servicer cannot in good faith cure the Servicer Default which such notice was so given. None of Administrative Agent, Collateral Agentgave rise to the Termination Notice, the Paying Agent or Indenture Trustee shall assume the Calculation Agent shall be deemed to have knowledge role of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) Successor Servicer. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing "Service Transfer”); ") and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Collateral provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account for the applicable Asset Pool, or which shall thereafter be received with respect to the Sites and the ContractsCollateral, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three (3) 20 Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence or electronic copies thereof relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Collateral in the manner and at such cash, checks and instruments 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 Administrative 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, the applicable Collateral Agent and each Transferor with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its designeeefforts so to perform its obligations.

Servicer Defaults. Upon 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 notice to the Deal Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring three Business Days after the date such payment, transfer, deposit, instruction or notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (b) any 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 which has a material adverse effect on the Purchasers, which continues unremedied for a period of 30 days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Deal Agent and (ii) the date on which the Servicer becomes aware thereof; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Purchasers and which continues to be unremedied for a period of 30 days after the first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Deal Agent and (ii) the date on which the Servicer becomes aware thereof; (d) an Insolvency Event shall occur with respect to the Servicer; (e) an Insolvency Event shall occur with respect to the Subservicer and the Seller fails to replace the Subservicer with the Backup Servicer or other acceptable party within 30 days; (f) any material delegation of the Servicer's or Subservicer's duties which is not permitted by Section 7.1; (g) any financial or Asset information reasonably requested by the Deal Agent or the Purchaser as provided herein is not reasonably provided as requested; (h) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $1,000,000 and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 61 consecutive days without a stay of execution; (i) the failure of the Servicer to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition which would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (j) any change in the management of the Servicer relating to the positions of President, CEO, Chairman of the Board and Executive Vice President; or (k) any change in the control of the Servicer which takes the form of either a merger or consolidation in which the Servicer Defaultis not the surviving entity, and for then, so long as such Servicer Default shall not have been remedied or waived remedied, the Deal Agent, by the Administrative Agent: (A) By written notice then given in writing to the Servicer (such notice being a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeAgreement.

Servicer Defaults. Upon If any one of the occurrence following events (a "Servicer Default") shall occur and be continuing with respect to the Servicer: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice to the Trustee to make such payment, transfer or deposit or to take any action required to be taken under any Enhancement Agreement on or before the date occurring five days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or the terms of any Enhancement Agreement; (b) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement which has a material adverse effect on the Investor Certificateholders of any Series, which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee; or the Servicer shall delegate its duties under this Agreement, except as permitted by Sections 3.01 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Investor Certificateholders of any Series and which material 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 Trustee; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed; 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; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied or waived remedied, the Trustee, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations (other than its obligations that have accrued up to the time of such termination) of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing "Service Transfer”); ") and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days promptly transfer a copy of such Servicing Transfer, (A) assemble such documents, instruments and other its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 necessary to protect its interest. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.01(a) for a period of 10 Business Days or under Section 10.01(b) or (c) for a period of 60 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the Administrative Agent 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 its designeebest efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, any Agents, any Enhancement Providers, the Seller and the Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to perform its obligations. The Servicer shall immediately notify the Trustee in writing of any Servicer Default.

Servicer Defaults. Upon If any one of the occurrence following events (a "Servicer Default") shall occur and be continuing: (a) 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 three 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; (b) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has a material adverse effect on the Certificateholders, which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the CP Issuer if the Holder of the Variable Funding Certificate is adversely affected thereby, or by the Holders of Investor Certificates evidencing Undivided Interests in the Trust aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby; or the Servicer shall assign its duties under this Agreement, except as permitted by Sections 8.02, 8.05 and 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement, any Supplement or in any certificate or report delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders and which material adverse effect continues for a period of 30 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 the CP Issuer or by the Holders of Investor Certificates evidencing Undivided Interests in the Trust aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby; or (d) the Servicer shall voluntarily seek, consent to or acquiesce in the benefit or benefits of any Debtor Relief Law or becomes a party to (or be made the subject of) any proceeding provided for under any Debtor Relief Law, other than as creditor or claimant, and in the event such proceeding is involuntary, the petition instituting same is not dismissed within 60 days of its filing; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either (i) the Trustee, (ii) the CP Issuer (but not if the CP Issuer is a subsidiary or waived other Affiliate of the Servicer) or the Collateral Agent or (iii) the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series materially and adversely affected thereby, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Transferor (such notice being with a “copy thereof to each Rating Agency) and to the Trustee if given by a Person other than the Trustee (a "Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document Supplement shall pass to and be vested in such a Successor Servicer (a “Servicing "Service Transfer”"); and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee, the Transferor and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites Receivables and the Contracts as Related Security provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer in the Collection Account, or which shall thereafter be received with respect to the Sites Receivables and the ContractsRelated Security, and (ii) in assisting the Successor Servicer. The Servicer shallshall promptly transfer, at to the extent it is permitted by applicable law to do so, its sole cost electronic records relating to the Receivables and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Related Security to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer, to the extent it is permitted by applicable law to do so, to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables and the Related Security in the manner and at such times as the Successor Servicer shall reasonably request and shall, to the extent not prohibited by licensing restrictions, provide access to or copies of computer software, including by means of sublicensing arrangements if applicable, to the extent necessary for the continued servicing of the Receivables and the Related Security; provided, however, that the Servicer shall not be required, to the extent it has an ownership interest in any electronic records, computer software or licenses, to transfer, assign, set-over or otherwise convey such ownership interest(s) to the Successor Servicer. The Servicer shall provide the Successor Servicer with access to any computer hardware in its possession for a reasonable time after the Servicer's termination to the extent necessary for the uninterrupted servicing of the Receivables. Notwithstanding the foregoing, the Servicer shall not be required to provide such access, whether with respect to computer hardware or software, if to provide such access would violate applicable contractual restrictions (including pursuant to any licensing arrangements to which ▇▇▇▇▇▇ or any Designated Subsidiary is a party); Provided, however, that ▇▇▇▇▇▇ shall use all reasonable efforts and act in good faith in seeking consents or waivers necessary to permit the Successor Servicer to have such access. 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 necessary to protect its interest. Notwithstanding the foregoing, a delay in or failure of performance under Section l0.0l(a) 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, the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes and no funds have been remitted to ▇▇▇▇▇▇ or the Administrative Agent may reasonably requestTransferor. The preceding sentence shall not relieve the Servicer from using reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and each Supplement, and the Servicer shall provide the Trustee, the Rating Agencies, the Transferor, the CP Issuer 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 to so perform its obligations. The Servicer shall immediately notify the Trustee in writing of any Servicer Default. In connection with any Service Transfer, all reasonable costs and expenses (Bincluding attorneys' fees) segregate all cash, checks incurred in connection with transferring the Receivables and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable Related Security to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all amending this Agreement to reflect such cash, checks and instruments to the succession as Successor Servicer or pursuant to this Section 10.01 and Section 10.02 shall be paid by the Administrative Agent or its designeeServicer upon presentation of reasonable documentation of such costs and expenses.

Servicer Defaults. Upon If any one of the occurrence 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 given, as the case may be, under the terms of this Agreement, the Indenture or any Indenture Supplement; (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 which has an Adverse Effect and which continues unremedied for a period of 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, the Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than 10% of the Outstanding Amount (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of the Notes of all Series to which such failure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.02, 5.05 and 5.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect (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 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, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 10% of the Outstanding Amount (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); (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 sixty (60) days; or the Servicer shall admit in writing its inability to pay (e) any other Servicer Default described in the related Indenture Supplement; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing more than 50% of the Outstanding Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “"Servicer Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement Agreement; provided, however, if within sixty (60) days of receipt of a Servicer Termination Notice (1) the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 7.02(c) to act as a Successor Servicer, (2) receives an Officer's Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Servicer Termination Notice, and any related Loan Document (3) the Indenture Trustee is legally unable to act as Successor Servicer, then the Indenture Trustee shall grant a right of first refusal to the Transferor which would permit the Transferor at its option to acquire the Notes on the Payment Date in the next calendar month. The price for the Notes shall be equal to the sum of the amounts specified therefor with respect to which each outstanding Series in the related Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the Payment Date of the acquisition if it is exercising such notice was so givenright of first refusal. None If the Transferor exercises such right of Administrative Agent, Collateral Agentfirst refusal, the Paying Agent or Transferor shall deposit the Calculation Agent amount of the purchase price into the Collection Account not later than 1:00 p.m., New York City time, on such Payment Date in immediately available funds. The amount of the purchase price shall be deemed allocated and distributed to have knowledge Noteholders in accordance with the terms of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) the Indenture and each Indenture Supplement. After receipt by the Servicer of a Servicer Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.27.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “"Servicing Transfer”"); and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsTransfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three twenty (320) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its -47- 52 electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 ten (10) Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 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 Administrative Agent 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 designeeobligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, Owner Trustee, 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.

Servicer Defaults. Upon If any one of the occurrence 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 given, as the case may be, under the terms of this Agreement, the Indenture or any Indenture Supplement; (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, the Indenture, any Indenture Supplement, the Affinity Card Agreement or the Facilities Management Agreement and which continues unremedied for a period of 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, the Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes Outstanding (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Notes Outstanding of all Series to which such failure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by SECTIONS 6.02 and 6.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect and which Adverse Effect continues for a period of 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, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes Outstanding (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Notes Outstanding of all Series to which such representation, warranty or certification 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 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 Proceedings, or the winding-up or liquidation of its affairs, shall have been commenced against the Servicer and 52 such action shall have remained undischarged or unstayed for a period of sixty (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 statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing a majority of the aggregate unpaid principal amount of all Notes Outstanding, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”"TERMINATION NOTICE"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement Agreement, the Indenture and each Indenture Supplement; PROVIDED, HOWEVER, if within sixty (60) days of receipt of a Termination Notice the Indenture Trustee does not receive any related Loan Document bids from Eligible Servicers in accordance with SECTION 8.02(c) to act as a Successor Servicer and receives an Officer's Certificate of the 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 grant a right of first refusal to the Transferor which would permit the Transferor at its option to purchase the Notes on the Distribution Date in the next calendar month. The Indenture Trustee shall notify 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 Servicer and the Owner Trustee pursuant to this SECTION 8.01. The purchase price for the Notes purchased pursuant to the preceding paragraph shall be equal to the sum of the amounts specified therefor with respect to which each outstanding Series in the related Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution Date of the purchase if it is exercising such notice was so givenright of first refusal. None If the Transferor exercises such right of Administrative Agent, Collateral Agentfirst refusal, the Paying Agent or Transferor shall deposit the Calculation Agent 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 deemed allocated and distributed to have knowledge Noteholders in accordance with the terms of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) the Indenture and each Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.2SECTION 8.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing Transfer”"SERVICE TRANSFER"); and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three twenty (320) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit 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 such cash, checks and instruments 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 ten (10) Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 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 Administrative Agent 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 designeeobligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Issuer, 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.

Servicer Defaults. Upon If any one of the occurrence 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 notice to the Trustee pursuant to Article IV or to instruct the Trustee to make any required withdrawal or payment on or before the date occurring five days after the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any applicable 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 thereof; (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement, which has a material adverse effect on the Investor Certificateholders of any Series (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 Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Investor Certificateholders of any Series (without regard to the amount of any Enhancement) and which continues to be incorrect in any 100 material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer Defaultor of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so givenAgreement. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and 101 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s servicing rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsobligations. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in the Collection Account, the Excess Funding Account and any of the Accounts hereunder or any other accountSeries Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Net Interchange (if any) applicable to the Trust. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for 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 necessary to protect its interests. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expenseobligations under the Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, as soon as practicable, and a delay in any event within three or failure of performance referred to under subsection 10.1(a) for a period of ten (310) Business Days after the applicable grace period or under subsection 10.1(b) or (c) for a period of sixty (60) Business Days after the 102 applicable grace period shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using its best 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, any Enhancement Provider, the Transferor and the Holders of Investor Certificates with an Officer's Certificate giving prompt notice of such Servicing Transferfailure or delay by it, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at together with a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect description of the Sites cause of such failure or the Contracts in a manner acceptable delay and its efforts so to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or perform its designeeobligations.

Servicer Defaults. Any of the following events shall constitute a "SERVICER DEFAULT": (a) any failure by the Servicer (in its capacity as Servicer) to make any payment, transfer or deposit required by this Indenture or any of the other Transaction Document to be made by it or to give instructions or to give notice to the Trustee, the Administrative Agent, or the Paying Agent (if other than the Administrative Agent) to make such payment, transfer or deposit, which failure continues unremedied (A) in the case of payments of interest on the Notes, for five Business Days and (B) in the case of all payments not included in CLAUSE (A) above, for seven Business Days after the date on which an Authorized Officer of the Servicer has actual knowledge 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 Indenture or any other Transaction Document, which failure has a material adverse effect on the Noteholders of any Series of Notes and continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or the Administrative Agent, or to the Servicer, the Trustee, and the Administrative Agent by any Noteholder; (c) the Servicer shall assign its duties under this Indenture, except for delegations to Sub-Servicers contemplated under the Purchase Agreement or as permitted by SECTIONS 3.01(c) and 8.03; (d) any representation, warranty or certification made by the Servicer hereunder or under any of the other Transaction Document or in any certificate or other document or instrument delivered pursuant to this Indenture or any of the other Transaction Document shall prove to have been incorrect in any material respect when made or delivered and which has a material adverse effect on the Noteholders of any Series of Notes which material adverse effect continues unremedied for a period of 30 days after the date on which written notice of such circumstance, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or the Administrative Agent, or to the Servicer, the Trustee, and the Administrative Agent by any Noteholder; or (e) any Event of Bankruptcy shall occur with respect to the Servicer. Upon the occurrence and during the continuance of a any Servicer Default or any Event of Default, and for so long as such Servicer Default shall not have been remedied or waived the Trustee, at the direction of the Majority Noteholders, shall, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “Termination Notice”"TERMINATION NOTICE"), the Administrative Agent may terminate all (but not less than all of all) the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement Indenture and each other Loan Document shall pass in and to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitationthe Receivables, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein Related Transferred Assets and the ability of the Backup Servicer to appoint a subservicer for certain functionsproceeds thereof. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as As soon as practicablepossible, and in any event within three (3) five Business Days Days, after an Authorized Officer of such Servicing Transferthe Servicer has obtained knowledge of the occurrence of any Servicer Default, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and Servicer shall make the same available furnish notice thereof to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably requestTrustee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, andand the Applicable Rating Agencies, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or Issuer and the Administrative Agent shall promptly upon receipt of such notice furnish notice thereof to each Noteholder. Notwithstanding the foregoing, a delay in or failure in performance referred to in SUBSECTION (a) above for a period of 10 Business Days after the applicable grace period, or in SUBSECTION (b) or (d) above for a period of 30 Business Days after the applicable grace period, shall not (unless such delay or failure continues after such 10 or 30 Business Day period, as applicable) 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, riots, acts of war, acts of terrorism, epidemics, flood, embargoes, weather, landslides, fire, earthquakes or similar causes. The preceding sentence shall not relieve the Servicer from using its designeebest efforts to perform its obligations in a timely manner in accordance with the terms hereof and of the other Transaction Documents, and the Servicer shall promptly give the Trustee, the Administrative Agent, and the Issuer an Officer's Certificate notifying them of such failure or delay by it.

Servicer Defaults. Upon The happening of any one or more of the occurrence of following events shall constitute a Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agenthereunder: (Aa) By Any failure by the Servicers to make any payment, deposit, advance or transfer of funds required to be paid, deposited, advanced or transferred under the terms of this Agreement, and such failure continues unremedied for five (5) Business Days after discovery by the Servicers of such failure or receipt by the Servicers of notice then given in writing to of such failure; (b) Failure on the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate all but not less than all part of the rights and obligations Servicers duly to observe or perform in any material respect any of the Servicer as servicer under covenants or agreements contained in this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent Supervisory Servicing Agreement which continues unremedied for thirty (30) days after the earlier to occur of the Servicers obtaining actual knowledge of such failure or the Servicers' receipt of written notice of such failure or breach as the case may be; provided, however, if such failure shall be deemed to have knowledge of a nature that it cannot be cured within thirty (30) days, such failure shall not constitute a Servicer Default hereunder if within such 30-day period the Servicers give notice to the Trustee and the Supervisory Servicer of the corrective action it proposes to take, which corrective action is agreed in writing by the Trustee to be satisfactory and the Servicers shall thereafter pursue such corrective action diligently until a Responsible Officer thereof has received written notice thereof.such default is cured but in no event longer than ninety (90) days; (Bc) After receipt by the Servicer A decree or order of a Termination Noticecourt or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and on liabilities or similar proceedings, or for the date that a Successor Servicer winding-up or liquidation of its affairs, shall have been appointed by entered against a Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of ninety (90) days; (d) A Servicer shall consent to the Administrative Agent pursuant appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Section 17.2such Servicer or of or relating to all or substantially all of its property; (e) A Servicer shall admit in writing its inability to pay its debts generally as they become due, all authority and power file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payments of its obligations; (f) A Servicer under this Loan Agreement and each other Loan Document shall pass cease to and be vested an Eligible Servicer; (g) A material adverse change occurs in such Successor Servicer (the financial condition of a “Servicing Transfer”); andServicer, without limitation, which change materially impairs the Administrative Agent is hereby authorized, empowered and instructed (upon the failure ability of the Servicer to cooperate perform its obligations under this Agreement; or (h) Any representation or warranty made by a Servicer in any Transaction Document proves to execute have been incorrect in any material respect when made, which has a material adverse effect on the Noteholders and which continues to have a material adverse effect or deliver be incorrect in any material respect for a period of thirty (30) days after written notice of such documents inaccuracy, requiring it to be remedied, has been given to the Servicers by the Trustee, the Supervisory Servicer or instruments) any Noteholder; provided, however, if such inaccuracy is of a nature that it cannot be remedied within such 30-day period and the Servicer gives notices to execute the Trustee and deliver, on behalf the Supervisory Servicer of the Servicercorrective action it proposes to take, as attorney-in-fact or otherwise, all documents which corrective action is agreed in writing by the Trustee to be satisfactory and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and thereafter pursue such Successor Servicer corrective action diligently until such default is cured but in no event longer than ninety (i90) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on days from the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeenotice.

Servicer Defaults. Upon If any one of the occurrence 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 notice to the Trustee pursuant to the terms of this Agreement or 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; (b) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has 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 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 25% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 25% of the aggregate unpaid principal amount of all Series to which such failure relates); the Servicer shall delegate its duties under this Agreement, except as permitted by Sections 8.2 and 8.7, 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 25% 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 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 Enhancement) and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing not less than 25% 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, 25% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of the Servicer in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or for the winding-up or liquidation of its affairs and, if instituted against the Servicer, any such proceeding shall 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 commencement by the Servicer, of a voluntary case under any Debtor Relief Law, or such Person's consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its property, or any general assignment for the benefit of creditors; or such Person or any subsidiary of such Person shall have taken any corporate action in furtherance of any of the foregoing actions; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Trustee or waived the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee and any Enhancement Provider entitled thereto pursuant to the relevant Supplement if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer Servicer, as servicer Servicer, under this Loan Agreement and in and to the Receivables and the proceeds thereof; provided, however, if within 60 days of receipt of a Termination Notice the Trustee is unable to obtain any related Loan Document bids from Eligible Servicers in accordance with subsection 10.2(c) to act as a Successor Servicer and receives an Officer's Certificate of the 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 offer the Transferor the right at its option to purchase the Certificateholders' Interest and the interest in the Trust Assets represented by any Participation on the Distribution Date occurring 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 which each outstanding Series in the related Supplement. The Transferor shall notify the Trustee prior to the Record Date for the related Distribution Date of the purchase if it is exercising such notice was so givenoption. None of Administrative Agent, Collateral AgentIf it exercises such option, the Paying Agent or Transferor shall (x) deliver to the Calculation Agent 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, New York City time, on such Distribution Date in immediately available funds. The purchase price shall be deemed allocated and distributed to have knowledge Investor Certificateholders in accordance with Article IV and the terms of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing "Service Transfer”"); and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such the Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such the Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 appropriate to protect its interests. Notwithstanding the foregoing, any delay in or failure of performance under subsection 10.1(a) for a period of five Business Days or under subsection 10.1(b) or (c) for a period of 60 days (in addition to any period provided in subsection 10.1(a), (b) or (c)) 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 Administrative Agent 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 the obligation to use its designeebest efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and any Supplement and the Servicer shall provide the Trustee, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the relevant Supplement, the Holder of the Transferor Certificate and the Investor Certificateholders with an Officer's Certificate giving immediate notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Upon the occurrence of a Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived waived, the Trustee, at the direction of the Control Party, by the Administrative Agent: (A) By notice then given in writing to the Master Servicer (such notice being a “Termination Notice”), the Administrative Agent may shall terminate all but not less than all of the rights and obligations of the Master Servicer as servicer under this Loan Agreement and any related Loan Document the Supplement with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent The Trustee shall not be deemed to have knowledge of a Servicer Default with respect to any Series until a Responsible Officer thereof has received written notice thereof. (B) . After receipt by the Master Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.02, all authority and power of the Master Servicer under this Loan Agreement and each other Loan Document the Supplement shall pass to and be vested in such Successor Servicer (a “Servicing Service Transfer”); and, without limitation, the Administrative Agent Trustee is hereby authorized, empowered and instructed (upon the failure of the Master Servicer to cooperate or to execute or deliver such documents or instruments) cooperate), at the direction of the Control Party, to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Master 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the CollateralService Transfer. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Master Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent Trustee, such Successor Servicer and any designated subcontractor of such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Master Servicer to conduct servicing hereunder and under the applicable Loan DocumentsSupplement, including, without limitation, the transfer to such Successor Servicer or such subcontractor of all authority of the Master Servicer to service on behalf of the Administrative Agent the Sites and the Contracts Receivables as provided under this Loan Agreement and under the other applicable Loan DocumentsSupplement, including such all authority over all Collections which shall on the date of such Servicing Service Transfer be held in trust by the Master Servicer for deposit to any Settlement Lock-Box Account, the Master Collection Account, the Series Collection Account, the Series Payment Account, the Series Reserve Account, the Trustee’s Account or the Issuer’s Account, for payment to any Claimant in respect of any Split Payment, or which have been deposited by the Accounts hereunder Master Servicer to any Settlement Lock-Box Account, the Master Collection Account, the Series Collection Account, the Series Payment Account, the Series Reserve Account or any other account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) assisting the Successor Servicer and any designated subcontractor of such Successor Servicer. The Master Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Service Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected CollateralSeries Receivables and the other Series Trust Assets, and which are necessary or desirable to collect the affected Sites or Contracts Series Receivables, and shall make the same available to the Successor Servicer or the Administrative Agent Trustee or its designee at a place selected by the Successor Servicer or the Administrative Agent Trustee or its designee and in such form as the Successor Servicer or the Administrative Agent Trustee or its designee may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts Receivables and Split Payments in a manner acceptable to the Successor Servicer and the Administrative AgentTrustee, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent Trustee or its designee.

Servicer Defaults. Upon (a) Definition. Any of the occurrence of following events will constitute a "Servicer Default" pursuant to this Agreement: (i) any failure by the Servicer to make any payment, transfer or deposit or deliver any Monthly Statement or Annual Statement which continues beyond the second Business Day after the date upon which such payment, transfer, deposit or delivery is required to be made pursuant to this Agreement; (ii) any failure by the Servicer to observe or perform in any material respect any other covenant or agreement of the Servicer pursuant to this Agreement, if such failure materially and adversely affects the rights of the Lender and continues unremedied for so long a period of thirty days after the earlier of (a) the date on which written demand that such failure be remedied is given to the Servicer by the Lender or (b) the date on which a Responsible Officer of the Servicer becomes aware of such failure; (iii) any delegation of the Servicer's duties pursuant to this Agreement, except as such permitted pursuant to Section 6.7; (iv) any representation, warranty or certification made by the Servicer Default shall not in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made and such incorrect statement has a material and adverse effect on the rights of the Lender and continues to be incorrect in any material respect for a period of thirty days after the earlier of (a) the date on which written demand that such incorrect statement be remedied or waived is given to the Servicer by the Administrative Agent:Lender or (b) the date on which a Responsible Officer of the Servicer becomes aware of such incorrect statement; or (A) By notice then given the Servicer consents to the appointment of a conservator or receiver or liquidator in writing any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate or all but not less than or substantially all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agentits Property, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer a decree or order of a Termination Noticecourt or agency or supervisory authority having proper jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and on liabilities or similar proceeding, or for the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate winding-up or to execute or deliver such documents or instruments) to execute and deliver, on behalf liquidation of the Servicer's affairs, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect is entered against the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer decree or order remains in force undischarged or unstayed for a period of 90 days, or (iC) effecting the termination of the responsibilities and rights of the Servicer admits in writing its inability to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other accountpay, or which shall thereafter be received with respect fails to pay, its debts generally as they become due, files a petition or commences any case or proceeding to take advantage of any applicable bankruptcy, insolvency or reorganization statute, makes any assignment for the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at benefit of its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days creditors or voluntarily suspends payment of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeobligations.

Servicer Defaults. Upon (a) Definition. Any of the occurrence of following events will constitute a "Servicer Default" pursuant to this Agreement: (i) any failure by the Servicer to make any pay- ment, transfer or deposit or deliver any Monthly Statement or Annual Statement which continues beyond the second Business Day after the date upon which such payment, transfer, or delivery is required to be made pursuant to this Agreement; (ii) any failure by the Servicer to observe or perform in any material respect any other covenant or agreement of the Servicer pursuant to this Agreement, if such failure materially and adversely affects the rights of the Noteholders and continues unremedied for so long a period of thirty days after the earlier of (a) the date on which written demand that such failure be remedied is given to the Servicer by the Indenture Trustee, the Holders of Notes evidencing, in the aggregate, more than 50% of the sum of the then Outstanding Class A Principal Balance and the then Outstanding Class B Principal Balance) or (b) the date on which a Responsible Officer of the Servicer becomes aware of such failure; (iii) any delegation of the Servicer's duties pursuant to this Agreement, except as such permitted pursuant to Section 9.6; (iv) any representation, warranty or certification made by the Servicer Default shall not in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made and such incorrect statement has a material and adverse effect on the rights of the Holders and continues to be incorrect in any material respect for a period of thirty days after the earlier of (a) the date on which written demand that such incorrect statement be remedied or waived is given to the Servicer by the Administrative Agent:Indenture Trustee, Holders of Notes evidencing, in the aggregate, more than 50% of the sum of the then Outstanding Class A Principal Balance and the then Outstanding Class B Principal Balance or (b) the date on which a Responsible Officer of the Servicer becomes aware of such incorrect statement; or (A) By notice then given the Servicer consents to the appointment of a conservator or receiver or liquidator in writing any insol- vency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate or all but not less than or substantially all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agentits Property, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer a decree or order of a Termination Noticecourt or agency or supervisory authority having proper jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and on liabilities or similar proceeding, or for the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate winding-up or to execute or deliver such documents or instruments) to execute and deliver, on behalf liquidation of the Servicer's affairs, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect is entered against the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer decree or order remains in force undischarged or unstayed for a period of 60 days, or (iC) effecting the termination of the responsibilities and rights of the Servicer admits in writing its inability to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other accountpay, or which shall thereafter be received with respect fails to pay, its debts generally as they become due, files a petition or commences any case or proceeding to take advantage of any applicable bankruptcy, insolvency or reorganization statute, makes any assignment for the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at benefit of its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days creditors or voluntarily suspends payment of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeobligations.

Servicer Defaults. Upon If any one of the occurrence of following events (a “Servicer Default, ”) shall occur and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agentbe continuing: (Aa) By any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice then 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 given, as the case may be, under the terms of this Agreement, the Indenture or any Indenture Supplement; (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 which has an Adverse Effect and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in writing to the Servicer (such notice being a “Termination Notice”)by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Administrative Agent may terminate all but Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than all 10% of the rights and obligations aggregate unpaid principal amount of the Servicer as servicer under this Loan Agreement and any related Loan Document all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent failure relates); or the Calculation Agent Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.02 and 5.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Series (which determination shall be deemed made without regard to have knowledge whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of a Servicer Default until a Responsible Officer thereof has received sixty (60) days after the date on which written notice thereof. (B) After receipt by , requiring the Servicer of a Termination Noticesame to be remedied, and on the date that a Successor Servicer shall have been appointed given to the Servicer by the Administrative Agent pursuant to Section 17.2Owner Trustee or the Indenture Trustee, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwisethe Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the Collateral. The initial Sucessor aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); (d) the Servicer shall be the Backup Servicer, subject consent to the conditions set forth herein 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 ability 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 Backup 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 to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer decree or order shall have remained in force undischarged or unstayed for a period of sixty (i60) effecting the termination of the responsibilities and rights of days; or the Servicer shall admit in writing its inability to conduct servicing hereunder and under 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 applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer benefit of all authority its creditors or voluntarily suspend payment of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or its obligations; or (e) any other account, or which shall thereafter be received with respect to Servicer Default described in the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designee.related Indenture Supplement;

Servicer Defaults. Upon If any one of the occurrence of following events (a “Servicer Default, ”) shall occur and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agentbe continuing: (Aa) By any failure by Servicer to make any payment, transfer or deposit or to give instructions to bank holding the Lockbox or ACH Account to make such payment, transfer or deposit on or before the date occurring 3 Business Days after the date such payment, transfer or deposit or such instruction or notice then is required to be made or given, as the case may be, under the terms of this Servicing Agreement, provided however, that where such failure is due to oversight, error or any other reason not including bad faith on the part of Servicer, such 3 Business Day period shall commence upon notice to Servicer from Buyers; (b) any failure on the part of Servicer to duly observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Servicing Agreement and which continues unremedied for a period of 30 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Buyers; (c) any representation, warranty or certification made by Servicer in this Servicing Agreement or in any certificate delivered pursuant to this Servicing Agreement shall prove to have been materially incorrect when made, which has a materially adverse effect on the Loans (taken as a whole) and which materially adverse effect continues for a period of 30 days after the date on which notice thereof, requiring the same to be remedied, shall have been given to Servicer by Buyers; (d) any Non-Compliance Event; or (e) 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 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 proceedings, or the winding-up or liquidation of its affairs, shall have been commenced against Servicer and such action shall have remained undischarged or unstayed for a period of 60 days or an order or decree providing for such relief shall have been entered; or 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; then, Buyers, by notice given to Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate all all, but not less than all all, of the rights and obligations of the Servicer as servicer under this Loan Servicing Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that appoint a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to Section 4.2. Notwithstanding the conditions set forth herein and the ability foregoing, a delay in or failure of the Backup performance shall not constitute a Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in Default (i) effecting the termination under paragraph (a) above for a period of the responsibilities and rights of the Servicer to conduct servicing hereunder and under 10 Business Days after the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder grace period or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting under paragraph (b), (c) or (d) above for a period of 15 Business Days after the applicable grace period, if such delay or failure could not be prevented by the exercise of reasonable diligence by 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, terrorism, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Servicing Agreement, and Servicer shall provide Buyers with prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. In addition, if Servicer experiences a material deterioration in its financial condition such that Servicer is unable to fulfill its obligations under this Servicing Agreement in a material respect (such material deterioration in financial condition, a “Financial Condition Event”), Servicer shall promptly give notice to Buyers of such Financial Condition Event. Each of Buyers and Servicer shall have the right, at their respective option, to terminate all, but not less than all, of the rights and obligations of Servicer as servicer under this Servicing Agreement and have Buyers appoint a Successor Servicer. The Servicer shall, at its sole cost and expensesubject to Section 4.2, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available by providing a Termination Notice to the Successor other party upon 90 days prior written notice, unless Servicer or the Administrative Agent or its designee at cures such Financial Condition Event within such 90 days. If a place selected by the Successor Financial Condition Event is not cured within such 90 days, then such Financial Condition Event shall constitute a Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeDefault.

Servicer Defaults. Upon If any one of the following events (each, a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Holders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the Servicer or the Seller (as the case may be), and to the related Trustee by the Holders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of a Servicer Defaultan Insolvency Event with respect to the Seller or the Servicer; then, and for in each and every case, so long as such the Servicer Default shall not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Administrative Agent: (APercentage Interests) By by notice then given in writing to the Servicer and the Owner Trustee (such notice being a “Termination Notice”), and to the Administrative Agent Indenture Trustee if given by the Noteholders) may terminate all but not less than all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so givenAgreement. None of Administrative Agent, Collateral Agent, the Paying Agent On or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on after the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2specified in such written notice, all authority and power of the Servicer under this Loan Agreement and each other Loan Document 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 “Servicing Transfer”)as may be appointed under Section 7.02; and, without limitation, the Administrative Agent is Indenture Trustee and the Owner Trustee are hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) 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, and to do and or accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer includingnotice of termination, without limitationwhether to complete the transfer and endorsement of the Receivables and related documents, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateralotherwise. The initial Sucessor predecessor Servicer shall be cooperate with the Backup Servicer, subject to the conditions set forth herein Successor Servicer and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer Trustees in (i) effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder and under the applicable Loan Documentsthis Agreement, including, without limitation, 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 on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer time be held in trust by the predecessor Servicer for deposit to any of deposit, or have been deposited by the predecessor Servicer, in the Accounts hereunder or any other account, the Certificate Distribution Account or which shall thereafter be received with respect to the Sites and Receivables that shall at that time by held by the Contracts, and (ii) assisting the Successor predecessor Servicer. The Servicer shall, at its sole cost All reasonable costs and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records expenses (including computer tapes servicer conversion costs and disks), which evidence attorneys' fees) incurred in connection with transferring the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the Administrative Agentpredecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, and, promptly upon receipt, remit all such cash, checks and instruments the Indenture Trustee shall give notice thereof to the Successor Servicer or the Administrative Agent or its designeeeach Rating Agency.

Servicer Defaults. Upon the The occurrence of any one or more of ----------------- the following events shall constitute a Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agent: (Aa) By notice then given in writing the Servicer shall fail to instruct the Securities Intermediary to remit to the Servicer (Agent on any day any amount required to be remitted to the Agent on such notice being a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments day in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup ServicerYield, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperateNet Swap Amounts, at its sole cost and expense, with the Administrative Agent Facility Fees or Capital and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which failure shall on the date of such Servicing Transfer be held in trust by the Servicer continue for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days after the date when such amounts became due; (b) the Servicer shall fail to deposit, or fail to pay, or fail to cause to be deposited or paid when due any other amount due hereunder, and any such failure shall continue for five (5) Business Days after the earlier of the date on which it has actual knowledge thereof or the date on which it has received written notice thereof by the Agent to the Servicer; (c) failure on the part of the Seller or the Servicer to duly observe or perform any other covenants or agreements of the Seller or the Servicer set forth in the Sale Agreement, this Agreement, or any of the other Transaction Documents, which failure continues unremedied for a period of thirty (30) days after the earlier of knowledge thereof or the date on which written notice of such Servicing Transferfailure, requiring the same to be remedied, shall have been given to the Seller or the Servicer, as applicable, by the Agent; (Ad) assemble such documentsany representation, instruments and other records warranty, certification or statement made by the Servicer under this Agreement or in any agreement, certificate, report, appendix, schedule or document furnished by the Seller or Servicer to the Agent pursuant to or in connection with this Agreement shall prove to have been false or misleading in any material respect as of the time made or deemed made (including computer tapes by omission of material information necessary to make such representation, warranty, certification or statement not misleading); (e) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Seller or the Servicer, in any insolvency, readjustment of debt, marshaling of assets and disks)liabilities or similar proceedings, which evidence or for the affected Collateralwinding up or liquidation of their respective affairs, and which are necessary the continuance of any such decree or desirable to collect order unstayed and in effect for a period of 60 consecutive days; (f) the affected Sites consent by the Seller or Contracts and shall make the same available Servicer to the Successor appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or of or relating to substantially all of their respective property; or the Administrative Agent Seller or the Servicer shall admit in writing its designee at inability to pay its debts generally as they become due, file a place selected petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (g) a default by the Successor Servicer in the performance of any term, provision or the Administrative Agent and condition contained in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect any agreement under which any indebtedness of the Sites Servicer in excess of $10 million was created or is governed, the Contracts in effect of which is to cause any such indebtedness to become due prior to its stated maturity; or any such indebtedness shall be declared to be due and payable or required to be prepaid (other than by a manner acceptable regularly scheduled payment or as a result of the voluntary sale or transfer of the property or assets) prior to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeestated maturity date thereof.

Servicer Defaults. Upon If any one of the occurrence of following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given by the Servicer, as the case may be; (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement, which has a material adverse effect on the Noteholders 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 Issuer (or the Indenture Trustee on behalf of the Issuer); (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Issuer or Noteholders and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Issuer; or (d) an Insolvency Event with respect to the Servicer shall have occurred: then, so long as such Servicer Default shall not have been remedied or waived remedied, the Issuer may, if directed by the Administrative Agent: Indenture Trustee (A) By acting at the direction of Noteholders of not less than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes for all Series), by delivery of a written notice then given in writing of termination to the Servicer Issuer (such notice being a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so givenAgreement. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Issuer pursuant to Section 17.25.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Issuer is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s servicing rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsobligations. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Issuer and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections Table of Contents which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds, Recoveries and Interchange (if any) applicable to the Issuer. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence or electronic copies thereof relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 5.01 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 necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in subsection 5.01(a) for a period of 10 additional Business Days or under subsection 5.01(b) or (c) for a period of 60 additional Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the Administrative Agent public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using its designeebest efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Issuer 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. For the avoidance of doubt, the determination of a Servicer Default shall be based solely on the provisions in this Section 5.01 and the occurrence of a material instance of noncompliance with the applicable servicing criteria specified in Item 1122(d) of Regulations AB shall not be determinative that a Servicer Default has occurred.

Servicer Defaults. Upon If any one of the occurrence following events (each, a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer to deposit or credit to the Collection Account any amount required under this Agreement to be so deposited or credited, which failure continues unremedied for a period of two Business Days after discovery by the Servicer or receipt by the Servicer of written notice of such failure from the Issuer, the Indenture Trustee or the Insurer or after discovery of such failure by an officer of the Servicer; (b) the Insurer, the Indenture Trustee or the Issuer shall not have received a report in accordance with Section 3.08 by the Servicer Report Date with respect to which such report is due and which shall continue unremedied for a period of one day after the date on which written notice of such failure, requiring the same to be remedied, shall have been given; (c) failure on the part of the Seller or the Servicer duly to observe or to perform any other covenants or agreements of the Seller or the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Noteholders, the Insurer, the Issuer, the Owner Trustee or the Indenture Trustee and (ii) continue unremedied for a period of 30 days after the date on which the Seller, the Custodian or the Servicer shall have knowledge of such failure or written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Seller or the Servicer, as the case may be, by the Insurer, the Issuer, the Owner Trustee or the Indenture Trustee or (B) to the Seller or the Servicer, as the case may be, and to the Issuer and the Indenture Trustee by Noteholders, acting together as a single class, evidencing in the aggregate not less than 25% of the Outstanding Principal Amount of the Notes or, so long as no Insurer Default has occurred and is continuing, by the Insurer; (d) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer Defaultor the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Servicer or the Seller and the continu- ance of any such decree or order unstayed and in effect for a period of 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; (e) the commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; (f) any merger or consolidation or sale of assets of the Servicer in violation of the covenant set forth in Section 6.02 hereof; (g) the Servicer shall have failed in the reasonable opinion of the Insurer to service the Contracts in accordance with the Servicing Standards and such failure shall have continued unremedied for 30 days after written notice of such failure shall have been delivered to the Servicer by the Insurer; (h) any representation, warranty or statement of the Servicer or the Seller made in this Agreement or the other Basic Documents or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made (excluding, however, any representation or warranty made in this Agreement or any other Basic Document as to which Section 2.03 or 3.06 shall be applicable so long as the Servicer or the Seller shall be in compliance with Section 2.03 or 3.06, as the case may be), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Noteholders or the Insurer and, within 30 days after written notice thereof shall have been given to the Servicer or the Seller by the Indenture Trustee or the Issuer or by Noteholders, acting together as a single class, evidencing in the aggregate not less than 25% of the Outstanding Principal Amount of the Notes, or so long as no Insurer Default has occurred, by the Insurer, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (i) the subservicing agreement between World Omni Financial Corp. and the Servicer shall for any reason cease to be in full force and a successor Subservicer acceptable to the Insurer shall not be appointed within 60 days, or if any party thereto denies that it has any further liability thereunder or gives notice to such effect; (j) the Indenture Trustee shall, for any reason, fail to have a valid perfected first priority security interest in Contracts pledged by the Issuer to the Indenture Trustee the outstanding aggregate Principal Balance of which exceeds 5.00% of the Pool Balance; (k) unless authorized under Section 5.02, the Seller shall enter into any transaction described in Section 5.02 regardless of the surviving entity; or (l) an Event of Default as defined in the Insurance Agreement; then and in each and every case, so long as such Servicer Default shall not have been remedied remedied, (i) if no Insurer Default has occurred and is continuing, the Insurer or waived (ii) if an Insurer Default has occurred and is continuing, the Indenture Trustee acting at the direction of the Noteholders evidencing not less than 25% of the outstanding amount of the Notes, acting together as a single Class, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “Termination Notice”)and to the Insurer, the Administrative Agent Indenture Trustee and the Issuer if given by the Noteholders) may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect Agreement. Upon such termination, termination of the Servicer as custodian, if the Servicer is acting as such, can be made pursuant to which such notice was so givenSection 2.08. None of Administrative Agent, Collateral Agent, On or after the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2such written notice, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall Agreement, whether with respect to the Notes, the Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer (a “Servicing Transfer”); as may be appointed under Section 7.02 and, without limitation, the Administrative Agent is Indenture Trustee and the Issuer are hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, deliver on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do and or accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer includingnotice of termination, without limitation, all actions necessary or advisable whether to collect complete the transfer and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability endorsement of the Backup Servicer to appoint a subservicer for certain functionsContracts and related documents, or otherwise. The Servicer hereby agrees to cooperate, at its sole cost and expense, shall cooperate with the Administrative Agent Indenture Trustee, the Insurer and such Successor Servicer the Issuer in (i) effecting the termination transfer of the responsibilities and rights of the Servicer under this Agreement (whether due to conduct servicing hereunder and under the applicable Loan Documentstermination, includingresignation or otherwise), without limitation, including the transfer to the Indenture Trustee or such Successor Servicer Servicer, as applicable, for administration by it of all authority of cash amounts that (i) shall at the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer time be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other accountin, or which shall have been deposited by the Servicer in, the Collection Account or (ii) shall thereafter be received by it with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicerany Contract. The predecessor Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days shall pay all costs of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or associated with its transition to the Administrative Agent or its designee at a place selected by the role of Successor Servicer (whether due to termination, resignation or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeotherwise).

Servicer Defaults. Upon If any one of the occurrence following events (a "Servicer Default") shall occur and be continuing: (a) 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 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 on or before three Business Days after the date such payment, transfer or deposit is required to be made; (b) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement that has a material adverse effect on the holder of the Transferor Certificate or the Certificates of any Series, which failure 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 by the holders of Investor Certificates of any Series evidencing Undivided Interests in the Trust Assets aggregating more than 50% of the Invested Amount of any Series materially adversely affected thereby; or the Servicer shall assign its duties under this Agreement, except as permitted by Sections 8.2, 8.5 and 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement, any Supplement or in any certificate or report delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the holder of the Transferor Certificate or the Investor Certificates of any Series and which failure continues unremedied 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 Trustee, or by the holders of Investor Certificates of any Series evidencing Undivided Interests in the Trust Assets aggregating not less than 51% of the Invested Amount of any Series materially adversely affected thereby; or (d) the Servicer shall voluntarily seek, consent to or acquiesce in the benefit or benefits of the Bankruptcy Code or, voluntarily or involuntarily, become a party to (or be made the subject of) any proceeding provided for under the Bankruptcy Code, other than as creditor or claimant, and in the event such proceeding is involuntary, the petition instituting same is not dismissed within 90 days of its filing; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied or waived remedied, the Trustee may, and at the direction of the holders of Investor Certificates evidencing Undivided Interests aggregating more than 51% of the Invested Amount of any Series materially and adversely affected thereby, shall by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Transferor (such notice being with a “copy thereof to each Rating Agency and to the Trustee if given by a Person other than the Trustee (a "Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document Supplement shall pass to and be vested in such a Successor Servicer (a “Servicing "Service Transfer”"); and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, which grant of authority is irrevocable and coupled with an interest, 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee, the Transferor and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, shall at its sole cost and expenseexpense promptly transfer, as soon as practicableto the extent it is permitted by applicable law to do so, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably requestrequest and shall promptly transfer, and (B) segregate all cashto the extent it is permitted by applicable law to do so, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agentcontinued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request and shall, andto the extent not prohibited by licensing restrictions, promptly upon receiptprovide access to or copies of computer software, remit all including by means of sublicensing arrangements if applicable, to the extent necessary for the continued servicing of the Receivables; provided, however, that the Servicer shall not be required, to the extent it has an ownership interest in any electronic records, computer software or licenses, to transfer, assign, set-over or otherwise convey such cashownership interest(s) to the Successor Servicer. The Servicer at its expense shall provide the Successor Servicer with access to any computer hardware in its possession for a reasonable time after the Servicer's termination to the extent necessary for the uninterrupted servicing of the Receivables. Notwithstanding the foregoing, checks and instruments the Servicer shall not be required to provide such access, whether with respect to computer hardware or software, if to provide such access would violate applicable contractual restrictions (including pursuant to any licensing arrangements to which Stone Container is a party); provided, however, that Stone Container shall use its reasonable best efforts in seeking consents or waivers necessary to permit the Successor Servicer to have such access. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer or information of any kind which the Administrative Agent or its designee.Servicer reasonably deems to be

Servicer Defaults. Upon (a) If any of the occurrence following events (a “Servicer Default”) occurs and is continuing with respect to the Servicer: (i) 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; (ii) failure on the part of the Servicer duly to observe or perform in any material respect any other of its covenants or agreements set forth in this Agreement that has an Adverse Effect and continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.01(a), 5.02 and 6.02; (iii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such error has an Adverse Effect on the rights of the Noteholders of any Series (which determination will be made without regard to whether funds are then available pursuant to any Series Enhancement) and such Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); or (iv) the Servicer 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, is entered against the Servicer and such decree or order remains in force undischarged or unstayed for a period of 60 days; or the Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, makes any assignment for the benefit of its creditors or voluntarily suspends payment of its obligations; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall has not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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 Section 6.02(c) to act as a Successor Servicer and any related Loan Document receives an Officer’s Certificate of the 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 will grant a right of first refusal to the 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 price for the Noteholders’ Collateral will be equal to the sum of the Reassignment Amounts with respect to which each outstanding Series in the related Indenture Supplement. The Transferor will notify the Indenture Trustee prior to the Record Date (as defined in the Indenture) for the Distribution Date of the acquisition if it is exercising such notice was so givenright of first refusal. None If the Transferor exercises such right of Administrative Agent, Collateral Agentfirst refusal, the Paying Agent or Transferor will deposit the Calculation Agent shall 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 price will be deemed allocated and distributed to have knowledge the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a Servicer Default until a Responsible Officer thereof has received written notice thereofcorresponding increase in the Transferor Interest. (Bb) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.26.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall will pass to and be vested in such the Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsTransfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer be that are held in trust by the Servicer for deposit to any on the date of the Accounts hereunder or any other accounttransfer, or which shall that have been deposited by the Servicer, in the Collection Account, or that thereafter be are received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event will within three (3) 20 Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments times as the Successor Servicer reasonably requests. To the extent that compliance with this Section requires the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the Servicer deems reasonably necessary to protect its interests. (c) Notwithstanding the foregoing, a delay in or failure of performance referred to in clause (i) of Section 6.01(a) for a period of ten Business Days after the Administrative Agent applicable grace period or under clause (ii) or (iii) of Section 6.01(a) for a period of 60 Business Days after the applicable grace period, 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 a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes outside the reasonable control of the Servicer. The preceding sentence will not relieve the Servicer from using all commercially reasonable efforts to perform its designeeobligations in a timely manner in accordance with the terms of this Agreement and the Servicer will provide the Indenture Trustee, the Owner Trustee, the 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.

Servicer Defaults. Upon If any one of the occurrence 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; (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 a material adverse effect on 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 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 10% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure 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 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 material 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 10% 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, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee and any Series Enhancement if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement 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 related Loan Document bids from Eligible Servicers in accordance with Section 10.02(c) to act as a Successor Servicer and receives an Officer's Certificate of the Sellers to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall grant a right of first refusal to the Sellers which would permit the Sellers at their 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 which each outstanding Series in the related Supplement. The Sellers shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if they are exercising such notice was so givenright of first refusal. None If they exercise such right of Administrative Agent, Collateral Agentfirst refusal, the Paying Agent or Sellers shall (x) deliver to the Calculation Agent 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 Sellers, 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, New York City time, on such Distribution Date in immediately available funds. The purchase price shall be deemed allocated and distributed to have knowledge Investor Certificateholders in accordance with Article IV and the terms of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) each Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such the Successor Servicer (a “Servicing "Service Transfer”"); and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and deliver, on behalf of the Servicer, as attorney-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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event shall within three (3) 20 Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments 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 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 necessary to protect its interest. 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 Administrative Agent 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 its designeebest efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, the Sellers, any Series Enhancer 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.

Servicer Defaults. Upon If any one of the occurrence of following events (a “Servicer Default, ”) shall occur and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agentbe continuing: (Aa) By any failure by Servicer to make any payment, transfer or deposit or to give instructions to bank holding the Lockbox or ACH Account to make such payment, transfer or deposit on or before the date occurring 3 Business Days after the date such payment, transfer or deposit or such instruction or notice then is required to be made or given, as the case may be, under the terms of this Servicing Agreement, provided however, that where such failure is due to oversight, error or any other reason not including bad faith on the part of the Servicer, such 3 Business Day period shall commence upon notice to Servicer from Lender; (b) failure on the part of Servicer to duly observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Servicing Agreement or in the Loan Origination Agreement and which continues unremedied for a period of 30 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Lender; (c) any representation, warranty or certification made by Servicer in this Servicing Agreement or in any certificate delivered pursuant to this Servicing Agreement shall prove to have been materially incorrect when made, which has a materially adverse effect on the Loans (taken as a whole) and which materially adverse effect continues for a period of 30 days after the date on which notice thereof, requiring the same to be remedied, shall have been given to Servicer by Lender; or (d) 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 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 proceedings, or the winding-up or liquidation of its affairs, shall have been commenced against Servicer and such action shall have remained undischarged or unstayed for a period of 60 days or an order or decree providing for such relief shall have been entered; or 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; then, Lender, by notice given to Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate all all, but not less than all all, of the rights and obligations of the Servicer as servicer under this Loan Servicing Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that appoint a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to Section 4.02. (e) Servicer alters its servicing practices in a manner that has a material adverse effect on the conditions set forth herein and Loans, the ability of the Backup Servicer to appoint perform its obligations under this Servicing Agreement, the Loan Origination Agreement or on the transactions contemplated hereunder in general, and which material adverse effect continues for a subservicer for certain functions. The period of 30 calendar days after the earlier of (x) the date on which Servicer hereby agrees becomes aware of such material adverse effect and (y) the date on which notice of such material adverse effect shall have been given to cooperateServicer by Lender. (f) Servicer experiences a material deterioration in its financial condition such that Servicer is unable to fulfill its obligations under this Servicing Agreement in any material respect (such material deterioration in financial condition, at its sole cost and expensea “Financial Condition Event”), with the Administrative Agent and such Successor Financial Condition Event continues unremedied for a period of 90 calendar days after the date of which notice of such Financial Condition Event shall either have given to Lender by Servicer or to Servicer by Lender. Notwithstanding the foregoing, a delay in or failure of performance shall not constitute a Servicer Default (i) effecting the termination under paragraph (a) above for a period of the responsibilities and rights of the Servicer to conduct servicing hereunder and under 10 Business Days after the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder grace period or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting under paragraph (b) or (c) above for a period of 15 Business Days after the Successor Servicerapplicable grace period, if 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, terrorism, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve Servicer shall, at from using all commercially reasonable efforts to perform its sole cost and expense, as soon as practicableobligations in a timely manner in accordance with the terms of this Servicing Agreement, and in any event within three (3) Business Days Servicer shall provide Lender with prompt notice of such Servicing Transferfailure or delay by it, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable together with a description of its efforts so to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or perform its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeobligations.

Servicer Defaults. Upon If any one of the occurrence following events (each, a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer to deposit or credit to the Collection Account any amount required under this Agreement to be so deposited or credited, which failure continues unremedied for a period of two Business Days after discovery by the Servicer or receipt by the Servicer of written notice of such failure from the Issuer, the Indenture Trustee or the Insurer or after discovery of such failure by an officer of the Servicer; (b) the Insurer, the Indenture Trustee or the Issuer shall not have received a report in accordance with Section 3.08 by the Servicer Report Date with respect to which such report is due and which shall continue unremedied for a period of one day after the date on which written notice of such failure, requiring the same to be remedied, shall have been given; (c) failure on the part of the Seller or the Servicer duly to observe or to perform any other covenants or agreements of the Seller or the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Noteholders, the Insurer, the Issuer, the Owner Trustee or the Indenture Trustee and (ii) continue unremedied for a period of 30 days after the date on which the Seller, the Custodian or the Servicer shall have knowledge of such failure or written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Seller or the Servicer, as the case may be, by the Insurer, the Issuer, the Owner Trustee or the Indenture Trustee or (B) to the Seller or the Servicer, as the case may be, and to the Issuer and the Indenture Trustee by Noteholders, acting together as a single class, evidencing in the aggregate not less than 25% of the Outstanding Principal Amount of the Notes or, so long as no Insurer Default has occurred and is continuing, by the Insurer; (d) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer Defaultor the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Servicer or the Seller and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; (e) the commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; (f) any merger or consolidation or sale of assets of the Servicer in violation of the covenant set forth in Section 6.02 hereof; (g) the Servicer shall have failed in the reasonable opinion of the Insurer to service the Contracts in accordance with the Servicing Standards and such failure shall have continued unremedied for 30 days after written notice of such failure shall have been delivered to the Servicer by the Insurer; (h) any representation, warranty or statement of the Servicer or the Seller made in this Agreement or the other Basic Documents or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made (excluding, however, any representation or warranty made in this Agreement or any other Basic Document as to which Section 2.03 or 3.06 shall be applicable so long as the Servicer or the Seller shall be in compliance with Section 2.03 or 3.06, as the case may be), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Noteholders or the Insurer and, within 30 days after written notice thereof shall have been given to the Servicer or the Seller by the Indenture Trustee or the Issuer or by Noteholders, acting together as a single Class, evidencing in the aggregate not less than 25% of the Outstanding Principal Amount of the Notes, or so long as no Insurer Default has occurred, by the Insurer, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (i) the subservicing agreement between World Omni Financial Corp. and the Servicer shall for any reason cease to be in full force and a successor Subservicer acceptable to the Insurer shall not be appointed within 60 days, or if any party thereto denies that it has any further liability thereunder or gives notice to such effect; (j) the Indenture Trustee shall, for any reason, fail to have a valid perfected first priority security interest in Contracts pledged by the Issuer to the Indenture Trustee the outstanding aggregate Principal Balance of which exceeds 5.00% of the Pool Balance; (k) unless authorized under Section 5.02, the Seller shall enter into any transaction described in Section 5.02 regardless of the surviving entity; or (l) an Event of Default as defined in the Insurance Agreement; then and in each and every case, so long as such Servicer Default shall not have been remedied remedied, (i) if no Insurer Default has occurred and is continuing, the Insurer or waived (ii) if an Insurer Default has occurred and is continuing, the Indenture Trustee acting at the direction of the Noteholders evidencing not less than 25% of the outstanding amount of the Notes, acting together as a single Class, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “Termination Notice”)and to the Insurer, the Administrative Agent Indenture Trustee and the Issuer if given by the Noteholders) may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect Agreement. Upon such termination, termination of the Servicer as custodian, if the Servicer is acting as such, can be made pursuant to which such notice was so givenSection 2.08. None of Administrative Agent, Collateral Agent, On or after the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2such written notice of termination, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall Agreement, whether with respect to the Notes, the Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer (a “Servicing Transfer”); as may be appointed under Section 7.02 and, without limitation, the Administrative Agent is Indenture Trustee and the Issuer are hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, deliver on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do and or accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer includingnotice of termination, without limitation, all actions necessary or advisable whether to collect complete the transfer and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability endorsement of the Backup Servicer to appoint a subservicer for certain functionsContracts and related documents, or otherwise. The Servicer hereby agrees to cooperate, at its sole cost and expense, shall cooperate with the Administrative Agent Indenture Trustee, the Insurer and such Successor Servicer the Issuer in (i) effecting the termination transfer of the responsibilities and rights of the Servicer under this Agreement (whether due to conduct servicing hereunder and under the applicable Loan Documentstermination, includingresignation or otherwise), without limitation, including the transfer to the Indenture Trustee or such Successor Servicer Servicer, as applicable, for administration by it of all authority of cash amounts that (i) shall at the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer time be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other accountin, or which shall have been deposited by the Servicer in, the Collection Account or (ii) shall thereafter be received by it with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicerany Contract. The predecessor Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days shall pay all costs of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or associated with its transition to the Administrative Agent or its designee at a place selected by the role of Successor Servicer (whether due to termination, resignation or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeotherwise).

Servicer Defaults. Upon If any one of the occurrence of following events (a "Servicer Default, ") shall occur and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agentbe continuing: (Aa) By any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice then to the Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement, which has 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 in writing to the Servicer (by the Trustee, provided that the Trustee has actual knowledge of such notice being a “Termination Notice”)failure, or to the Administrative Agent may terminate all but Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than all 50% of the rights Invested Amount of any Series materially adversely affected thereby and obligations of continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer as servicer shall delegate its duties under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative AgentAgreement, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof.except as permitted by Section 8.7; (Bc) After receipt any representation, warranty or certification made by the Servicer of in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a Termination Notice, and 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 that a Successor Servicer on which written notice of such failure, requiring the same to be remedied, shall have been appointed given to the Servicer by the Administrative Agent pursuant to Section 17.2Trustee provided that the Trustee has actual knowledge of such failure, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of any Series materially adversely affected thereby and continues to materially adversely affect such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designee.Investor Certificateholders for such period; or

Servicer Defaults. (a) If any one of the following events (a "Servicer Default") shall occur and be continuing: (i) 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; (ii) 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 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, the Owner Trustee and the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.02 and 5.07; (iii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the 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, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); (iv) 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 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 (v) any other Servicer Default described in the related Indenture Supplement. Notwithstanding the foregoing, a delay in or failure of performance referred to in Section 7.01(a)(i) for a period of ten Business Days after the applicable grace period or under Section 7.01(a)(ii) or (a)(iii) 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, Owner Trustee, 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 occurrence of a Servicer Default, and for so long as such the Servicer Default shall not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by the Administrative Agent: (A) By notice then given in writing to the Servicer and the Owner Trustee (such notice being and to the Indenture Trustee if given by the Noteholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None Agreement; provided, however, if within 60 days of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on Notice the date that Indenture Trustee does not receive any bids from Eligible Servicers in accordance with Section 7.02(c) to act as a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure receives an Officer's Certificate of the Servicer to cooperate or the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to execute or deliver such documents or instruments) the Termination Notice, the Indenture Trustee shall grant a right of first refusal to execute and deliver, the Transferor which would permit the Transferor at its option to acquire the Notes on behalf the Distribution Date in the next calendar month. The price for the Notes shall be equal to the sum of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies amounts specified therefor with respect to each outstanding Series in the Collateralrelated Indenture Supplement. The initial Sucessor Servicer Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution Date of the acquisition if it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the 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 price shall be allocated and distributed to Noteholders in accordance with the Backup Servicer, subject to the conditions set forth herein and the ability terms of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost Indenture and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeeach Indenture Supplement.

Servicer Defaults. Upon If any one of the occurrence of 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 notice to the Issuer Trustee or the Collateral Agent pursuant to Article IV or to make any required drawing, withdrawal, or payment under any Credit Enhancement, or to deliver any required Monthly Report hereunder on or before the date occurring two Business Days after the date such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice or report is required to be made or given, as the case may be, under the terms of this Agreement; 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 a material adverse effect on the Noteholders, which continues unremedied for a period of 30 days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Collateral Agent, or to the Servicer and the Collateral Agent by the Noteholders or the Applicable Indenture Trustee on behalf of such Holders of Notes aggregating not less than 25% of the Principal Amount of any Series adversely affected thereby and (ii) the date on which a Responsible Officer of the Servicer becomes aware thereof and such failure continues to materially adversely affect such Noteholders for such period; 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 a material adverse effect on the Noteholders and which continues to be incorrect in any material respect for a period of 30 days after the first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer and the Issuer Trustee by the Collateral Agent, or to the Servicer, the Issuer Trustee and the Collateral Agent by the Noteholders or by the Applicable Indenture Trustee on behalf of Holders of Notes aggregating not less than 25% of the Principal Amount of any Series adversely affected thereby and (ii) the date on which a Responsible Officer of the Servicer becomes aware thereof, and such incorrectness continues to materially adversely affect such Holders for such period; or (d) an Insolvency Event shall occur with respect to the Servicer; or (e) the Servicer delegates any of its duties hereunder except to the extent such delegation is permitted hereunder and such delegation continues unremedied for 15 days; then, so long as such Servicer Default shall not have been remedied remedied, either the Collateral Agent, or waived the Controlling Party, by the Administrative Agent: (A) By written notice then given in writing to the Servicer and the Issuer Trustee (such notice being and to the Collateral Agent and Credit Enhancers if given by the Noteholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so givenAgreement. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Collateral Agent pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Collateral Agent is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-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 Servicing Transfer includingtransfer of servicing rights. Subject to Section 12.2(c), without limitation, all actions necessary or advisable the Servicer agrees to collect and direct payments in respect of Collections and to enforce cooperate with the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Trust Assets provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in any of the Accounts hereunder Collection Account, Reserve Account or any other accountTermination Account, or which shall thereafter be received with respect to the Sites and the ContractsTrust Assets, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer the Contract Files and its electronic records relating to the Contracts in the Contract Pool 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 Contracts in the Contract Pool in the manner and at such times as the Collateral Agent or 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 necessary to protect its interest. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expenseobligations, as soon as practicableif any, and in respect of any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Enhancement to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent Servicer. In connection with any servicing transfer, all reasonable costs and expenses (including reasonable attorneys' fees) incurred in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or connection with transferring the Contracts in a manner acceptable the Contract Pool and the other Trust Assets to the Successor Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the Administrative Servicer (unless the Collateral Agent is acting as the Servicer, in which case the original Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance referred to in subsection 10.1(a) for a period of five Business Days, or under subsection 10.1(b), (c) or (e) for a period of 60 days, in each case in addition to any grace period specified in such subsections, 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 public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications malfunction, computer malfunction or other electronic system malfunction or similar causes. The preceding sentence shall not relieve the Servicer from using 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 Issuer Trustee, the Collateral Agent, andthe Seller and certain providers of Credit Enhancement with an Officer's Certificate giving prompt notice of such failure or delay by it, promptly upon receipt, remit all together with a description of the cause of such cash, checks failure or delay and instruments its efforts so to perform its obligations. The Servicer shall immediately notify the Successor Collateral Agent in writing of any Servicer or the Administrative Agent or its designeeDefault.

Servicer Defaults. Upon If any one of the occurrence of 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 notice to the Trustee pursuant to Article IV or to make any required drawing, withdrawal, or payment under ---------- any Enhancement on or before the date occurring three Business Days after the date such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; or (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders and which continues to be incorrect in any material respect for a period of 30 days after the earlier to occur of (i) knowledge of same by a Responsible Officer of the Servicer, or (ii) 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 25% of the Investor Amount of any Series affected thereby, or if such failure cannot be cured within such 30-day period owing to causes beyond the control of Servicer, if Servicer shall fail to proceed promptly to cure the same and prosecute the curing of such failure with diligence and continuity; or (d) the Servicer shall (i) become insolvent, (ii) fail to pay its debts generally as they become due, (iii) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law, or (iv) become a party 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 petition instituting same is not dismissed within 60 days after its filing; then, so long as such Servicer Default shall not have been remedied remedied, either the Trustee, or waived the Holders of Investor Certificates evidencing Undivided Interests aggregating greater than 50% of the Investor Amount of any Series affected thereby, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “"Termination Notice”"), the Administrative Agent may ------------------ terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof (other than its rights and interest, if any, as holder of the Seller Interest under this Agreement). None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Trustee pursuant to Section 17.210.2, all authority and power of the Servicer under this Loan ------------ Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such including, without limitation, all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in any of Collection Account, Finance Charge Account or other Investor Account, or the Accounts hereunder or any other accountPrincipal Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for 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 necessary to protect its interest. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expenseobligations, as soon as practicableif any, and in respect of any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Enhancement to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeServicer.

Servicer Defaults. Upon The happening of any one or more of the occurrence of following events shall constitute a Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived by the Administrative Agenthereunder: (Aa) By Any failure by the Servicer to make any payment, deposit, advance or transfer of funds required to be paid, deposited, advanced or transferred under the terms of this Agreement, and such failure continues unremedied for five (5) Business Days after discovery by Servicer of such failure or receipt by Servicer of notice then given of such failure; (b) Failure on the part of the Servicer duly to observe or perform in any material respect any of the covenants or agreements contained in this Agreement or the Supervisory Servicing Agreement which continues unremedied for thirty (30) days after the earlier to occur of the Servicer obtaining actual knowledge of such failure or the Servicer's receipt of written notice of such failure or breach as the case may be; provided, however, if such failure shall be of a nature that it cannot be cured within thirty (30) days, such failure shall not constitute a Servicer Default hereunder if within such 30-day period the Servicer gives notice to the Trustee and the Supervisory Servicer of the corrective action it proposes to take, which corrective action is agreed in writing by the Trustee to be satisfactory and the Servicer shall thereafter pursue such corrective action diligently until such default is cured but in no event longer than ninety (90) days; (c) A decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of ninety (90) days; (d) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate or of or relating to all but not less than or substantially all of its property; (e) The Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the rights and obligations benefit of its creditors or voluntarily suspend payments of its obligations; (f) The Servicer shall cease to be an Eligible Servicer; (g) A material adverse change occurs in the financial condition of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to Servicer, which such notice was so given. None of Administrative Agent, Collateral Agent, change materially impairs the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure ability of the Servicer to cooperate perform its obligations under this Agreement; or (h) Any representation or warranty made by the Servicer in any Transaction Document proves to execute have been incorrect in any material respect when made, which has a material adverse effect on the Noteholders and which continues to have a material adverse effect or deliver be incorrect in any material respect for a period of thirty (30) days after written notice of such documents inaccuracy, requiring it to be remedied, has been given to the Servicer by the Trustee, the Supervisory Servicer or instruments) any Noteholder; provided, however, if such inaccuracy is of a nature that it cannot be remedied within such 30-day period the Servicer gives notices to execute the Trustee and deliver, on behalf the Supervisory Servicer of the Servicercorrective action it proposes to take, as attorney-in-fact or otherwise, all documents which corrective action is agreed in writing by the Trustee to be satisfactory and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and thereafter pursue such Successor Servicer corrective action diligently until such default is cured but in no event longer than ninety (i90) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on days from the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeenotice.

Servicer Defaults. Upon If any one of the occurrence following events (a "SERVICER DEFAULT") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit, or, if applicable, to give instructions or notice to the Trustee to make such payment, transfer or deposit, or to give notice to the Trustee as to any action to be taken under POOLING AND SERVICING AGREEMENT any Enhancement Agreement, or to provide a Monthly Servicer's Report to the Trustee, in each case, within two Business Days after the same shall become due; or (b) the Servicer shall fail to observe or perform any other covenant or agreement applicable to it contained herein, which failure 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 an Enhancement Provider, or to the Servicer and the Trustee by holders of Investor Certificates evidencing not less than 25% of the Series Invested Amount of any Series or an Enhancement Provider; or (c) any representation, warranty or certification made or deemed made by the Servicer under or in connection with any Transaction Document, or in any certificate or information delivered pursuant to or in connection with any Transaction Document shall prove to have been incorrect on or as of the date made or deemed made, which continues to be incorrect 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 Defaultby the Trustee or an Enhancement Provider, or to the Servicer and for the Trustee by holders of Investor Certificates evidencing not less than 25% of the Series Invested Amount of any Series or an Enhancement Provider; or (d) an Insolvency Event shall occur with respect to the Servicer; or (e) the Servicer assigns its duties under this Agreement, except as specifically permitted by Section 8.02; or (f) The Servicer shall at any time fail to have Consolidated Tangible Net Worth of at least $250,000; then, so long as such Servicer Default shall not have been remedied remedied, either the Trustee, or waived the holders of Investor Certificates evidencing Undivided Trust Interests aggregating more than 66 2/3% of the Aggregate Invested Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”"SERVICER TERMINATION NOTICE"), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and Agreement. The Trustee shall promptly notify any related Loan Document with respect to which Enhancement Provider of any such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until of which a Responsible Officer thereof of the Trustee has received written notice thereof. (B) actual Knowledge. After receipt by the Servicer of a such Servicer Termination Notice, and on the date that a Successor Servicer shall have been appointed accepts its appointment as such by the Administrative Agent Trustee pursuant to Section 17.210.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, the Administrative Agent Trustee is hereby authorized, authorized and POOLING AND SERVICING AGREEMENT empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s servicing rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsobligations. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in the Concentration Account, any of Collection Account, the Accounts hereunder Excess Funding Account or any other accountSeries Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer in enforcing all rights to Insurance Proceeds applicable to the Trust. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables, the Accounts and the other 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, the Accounts and the other Trust Assets 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 necessary to protect its interests. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expense, as soon as practicable, and in obligations under any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable Enhancement with respect to collect the affected Sites or Contracts and shall make the same available any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in Section 10.01(a) or (b), for a cumulative period of five Business Days shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the Administrative Agent public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using its designee at best efforts to perform its obligations in a place selected timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, any Enhancement Provider and the Transferor with an Officer's Certificate giving prompt notice of such failure or delay by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably requestit, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect together with a description of the Sites cause of such failure or the Contracts in a manner acceptable delay and its efforts so to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or perform its designeeobligations.

Servicer Defaults. Upon If any one of the occurrence of following events (a ----------------- "Servicer Default") shall occur and be continuing after the FCMT Termination ----------------- Date: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or 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, deposit, withdrawal or drawing, or such instruction or notice is required to be made or given by the Servicer, as the case may be, under the terms of this Agreement, the Indenture or any Indenture Supplement; 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 which has 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 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 Noteholders holding not less than 10% of the outstanding principal amount of any Series adversely affected thereby and continues to materially adversely affect such Noteholders for such period; or the Servicer's delegation of its duties under this Agreement except as permitted by Section ------- 5.7; or --- (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Noteholders and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Noteholders holding not less than 10% of the outstanding principal amount of any Series adversely affected thereby and continues to materially adversely affect such Noteholders for such period, or if such failure cannot be cured within such 60-day period owing to causes beyond the control of the Servicer, if the Servicer shall fail to proceed promptly to cure the same and prosecute the curing of such failure with diligence and continuity; (d) the Servicer shall (i) become insolvent, (ii) fail to pay its debts generally as they become due, (iii) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law, or (iv) become a party 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 petition instituting same is not dismissed within 60 days after its filing; or (e) with respect to any Series, any other event specified in the Indenture Supplement for such Series, then, so long as such Servicer Default shall not have been remedied remedied, either the Indenture Trustee, or waived the Noteholders holding more than 50% of the Outstanding Amount, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being and to the Indenture Trustee if given by the Noteholders) (a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all ------------------ of the rights and obligations of the Servicer as servicer Servicer under this Loan Agreement and in and to the Receivables and the proceeds thereof (other than its rights and interest, if any, as holder of the Seller Interest or any related Loan Document with respect to which such notice was so givenNotes). None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.27.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document ----------- shall pass to and be vested in such a Successor Servicer (a “Servicing Transfer”)Servicer; and, without limitation, and the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect transfer of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsservicing rights. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to deposit, or which have been deposited by the Servicer, in any of the Accounts hereunder Collection Account or any other accountSeries Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for 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 necessary to protect its interest. The Servicer shall, at on the date of any servicing transfer, transfer all of its sole cost rights and expenseobligations, as soon as practicableif any, and in respect of any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Enhancement to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeServicer.

Servicer Defaults. Upon If any one of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Holders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the Servicer or the Seller (as the case may be), and to the related Trustee by the Holders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of a an Insolvency Event with respect to the Seller or the Servicer Defaultthen, and for in each and every case, so long as such the Servicer Default shall not have been remedied remedied, either the Indenture Trustee or waived the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Administrative Agent: (APercentage Interests) By by notice then given in writing to the Servicer and the Owner Trustee (such notice being a “Termination Notice”), and to the Administrative Agent Indenture Trustee if given by the Noteholders) may terminate all but not less than all of the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so givenAgreement. None of Administrative Agent, Collateral Agent, the Paying Agent On or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on after the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2specified in such written notice, all authority and power of the Servicer under this Loan Agreement and each other Loan Document 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 “Servicing Transfer”)as may be appointed under Section 7.02; and, without limitation, the Administrative Agent is Indenture Trustee and the Owner Trustee are hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) 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, and to do and or accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer includingnotice of termination, without limitationwhether to complete the transfer and endorsement of the Receivables and related documents, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateralotherwise. The initial Sucessor predecessor Servicer shall be cooperate with the Backup Servicer, subject to the conditions set forth herein Successor Servicer and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer Trustees in (i) effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunder and under the applicable Loan Documentsthis Agreement, including, without limitation, 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 on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer time be held in trust by the predecessor Servicer for deposit to any of deposit, or have been deposited by the predecessor Servicer, in the Accounts hereunder or any other account, the Certificate Distribution Account or which shall thereafter be received with respect to the Sites and Receivables that shall at that time by held by the Contracts, and (ii) assisting the Successor predecessor Servicer. The Servicer shall, at its sole cost All reasonable costs and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records expenses (including computer tapes servicer conversion costs and disks), which evidence attorneys’ fees) incurred in connection with transferring the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the Administrative Agentpredecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, and, promptly upon receipt, remit all such cash, checks and instruments the Indenture Trustee shall give notice thereof to the Successor Servicer or the Administrative Agent or its designeeeach Rating Agency.

Servicer Defaults. Upon If any one of the occurrence following events (a "Servicer Default") shall occur and be continuing with respect to the Servicer: (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 give notice to the Indenture Trustee as to any action to be taken under any Enhancement Agreement on or before the date occurring five days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; (b) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement which has a material adverse effect on the Noteholders of any Series, 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 Indenture Trustee; (c) the Servicer shall delegate its duties under this Agreement, except as permitted by Sections 3.01 and 5.07; (d) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Noteholders of any Series and which material 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 Indenture Trustee; (e) the Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed; 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; then, in the event of any Servicer Default, and for so long as such the Servicer Default shall not have been remedied or waived remedied, the Indenture Trustee, by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “"Termination Notice”"), the Administrative Agent may terminate all but not less than all of the rights and obligations (other than its obligations that have accrued up to the time of such termination) of the Servicer as servicer Servicer under this Loan Agreement and any related Loan Document with respect in and to which such notice was so giventhe Receivables and the proceeds thereof. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and 40 TRANSFER AND SERVICING AGREEMENT on the date that a Successor Servicer shall have been appointed by the Administrative Agent Indenture Trustee pursuant to Section 17.26.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such a Successor Servicer (a “Servicing "Service Transfer”); ") and, without limitation, the Administrative Agent Indenture Trustee is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functionsService Transfer. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Receivables provided for under this Loan Agreement and under the other applicable Loan DocumentsAgreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by the Accounts hereunder or any other accountServicer, in the Collection Account, or which shall thereafter be received with respect to the Sites and the ContractsReceivables, and (ii) in assisting the Successor Servicer. The Servicer shall, at shall promptly transfer its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Receivables to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit all continued servicing of the Receivables in the manner and at such cash, checks and instruments times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 5.01 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 necessary to protect its interest; (f) failure on the part of the Servicer to engage a back-up Servicer with 180 days of the Initial Closing Date. Notwithstanding the foregoing, a delay in or failure of performance under Section 6.01(a) for a period of five Business Days, under Section 6.01(b) for a period of 60 days or under Section 6.01(d) for a period of 60 days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the Administrative Agent public enemy, acts of declares 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 its designeebest efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, any Agents, any Enhancement Providers and the Transferor with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, and each Rating Agency in writing of any Servicer Default.

Servicer Defaults. Upon 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 into the Collection Account (including, without limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to 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 material delegation of the Servicer’s duties that is not permitted by Section 6.1) and the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer (with a copy to the Backup Servicer) by the Administrative Agent or any Purchaser Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) the Servicer fails in any material respect to comply with the Credit and Collection Policy and the Servicing Standard regarding the servicing of the Collateral and the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer Defaultby the Administrative Agent or any Purchaser Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (f) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 3.5%; (g) the Servicer consents or agrees to, or otherwise permits to occur, under circumstances in which the Servicer could have reasonably prevented the occurrence thereof, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.18(g)) of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could have a Material Adverse Effect on the Collateral, the Administrative Agent, any Purchaser Agent or the other Secured Parties, without the prior written consent of the Administrative Agent and each Purchaser Agent which amendment shall remain in effect for a period of ten Business Days after notice thereof is delivered to the Administrative Agent (which notice shall be delivered within seven days after the effectiveness of such amendment) and the Administrative Agent shall not have delivered a written consent thereto during such ten Business Day period; provided, however, that such prior written consent shall not be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (h) the Company or an Affiliate thereof shall cease to be the Servicer; (i) the occurrence or existence of any change with respect to the Servicer which has a Material Adverse Effect; (j) the Company fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as increased by (i) 80% of the proceeds of any equity offerings of the Company consummated after the Initial Closing Date, and (ii) 50% of cumulative positive net income earned by the Company after the Initial Closing Date; (k) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (l) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect on the Administrative Agent, any Purchaser Agent or the Secured Parties and which continues to be unremedied for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Purchaser Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (m) [Reserved]; (n) any financial or other information reasonably requested by the Administrative Agent, any Purchaser Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (o) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $7,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (p) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) relating to any four of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇, or any failure by any four of the aforementioned Persons to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, which no later than 60 days after the occurrence of any event specified above is not cured by the Servicer hiring a reputable, experienced individual reasonably satisfactory to the Administrative Agent and each Purchaser Agent to replace the Person who is no longer actively participating in the management of the Servicer or which is not waived in writing by the Administrative Agent and each Purchaser Agent; provided, however, that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day to day management or failure to provide active and material participation in the Servicer’s daily activities; (q) any change in the control of the Servicer that takes the form of either a merger or consolidation that does not comply with the provisions of Section 5.5(b); (r) the Subservicing Agreement with JPMorgan FCS Corp. ceases to be in effect for 90 days during such time as it is required to be in effect hereunder, and such Subservicing Agreement is not replaced with subservicing arrangements satisfactory to the Administrative Agent in its sole discretion; or (s) the unpaid outstanding face amount of the $100,000,000 Delayed Draw Extendible Senior Secured Notes due 2008 of the Company (the “Fortress Notes”) has been declared due and payable in full following the occurrence of an event of default with respect to the Fortress Notes; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied or waived by within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent: (A) By , by written notice then given in writing to the Servicer (such notice being with a copy to the Trustee and Backup Servicer) (a “Servicer Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer under this Loan Agreement and any related Loan Document with respect to which such notice was so given. None of Administrative Agent, Collateral Agent, the Paying Agent or the Calculation Agent shall be deemed to have knowledge of a Servicer Default until a Responsible Officer thereof has received written notice thereof. (B) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent pursuant to Section 17.2, all authority and power of the Servicer under this Loan Agreement and each other Loan Document shall pass to and be vested in such Successor Servicer (a “Servicing Transfer”); and, without limitation, the Administrative Agent is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instruments) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the Collateral. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, with the Administrative Agent and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documents, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as provided under this Loan Agreement and under the other applicable Loan Documents, including such authority over all Collections which shall on the date of such Servicing Transfer be held in trust by the Servicer for deposit to any of the Accounts hereunder or any other account, or which shall thereafter be received with respect to the Sites and the Contracts, and (ii) assisting the Successor Servicer. The Servicer shall, at its sole cost and expense, as soon as practicable, and in any event within three (3) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such form as the Successor Servicer or the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable to the Successor Servicer and the Administrative Agent, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Administrative Agent or its designeeAgreement.

Servicer Defaults. Upon If any one of the occurrence following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by Servicer to make any payment, transfer or deposit or to give instructions or to give notice to Lender or Lockbox Bank to make such payment, transfer or deposit on or before the date occurring three (3) 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 Servicing Agreement or the Origination Agreement; (b) failure on the part of Servicer to duly observe or perform in any material respect any other covenants or agreements of Servicer set forth in this Servicing Agreement or in the Origination Agreement and which continues unremedied for a period of twenty (20) days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to Servicer by Lender; or Servicer shall assign or delegate its duties under this Servicing Agreement, except as permitted by Section 7.05; (c) any representation, warranty or certification made by Servicer in this Servicing Agreement, the Origination Agreement, or in any certificate delivered pursuant to this Servicing Agreement or the Origination Agreement shall prove to have been materially incorrect when made, which, if capable of being remedied, continues for a period of twenty (20) days after the date on which notice thereof, requiring the same to be remedied, shall have been given to Servicer by Lender; (d) 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 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 proceedings, or the winding-up or liquidation of its or any of its Affiliates affairs, shall have been commenced against Servicer and such action shall have remained undischarged or unstayed for a period of sixty (60) days or an order or decree providing for such relief shall have been entered; or 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; then, in the event of any Servicer Default, and for so long as such Servicer Default shall not have been remedied or waived Lender by the Administrative Agent: (A) By notice then given in writing to the Servicer (such notice being a “Termination Notice”), the Administrative Agent may terminate all but not less than all of the rights and obligations of the Servicer as servicer Servicer under this Loan Servicing Agreement and any related Loan Document appoint a Successor Servicer; provided, however, that, at Lender’s sole option, this Servicing Agreement shall remain in full force and effect with respect to all, or a portion of, such Loans originated prior to the date of the Termination Notice that Servicer is servicing at the time of the Termination Notice, in which event this Servicing Agreement shall remain in full force and effect with respect to such notice was so givenLoans only. None From and after the delivery of Administrative Agent, Collateral Agentthe Termination Notice, the Paying Agent or the Calculation Agent Performance Fee and Servicing Fee due to Servicer under Article III shall be deemed reduced by (i) the commercially reasonable servicing fee in accordance with Section 4.02(b) of this Servicing Agreement paid by Lender to have knowledge the Successor Servicer plus (ii) all reasonably foreseeable damages (including all reasonable out-of-pocket costs and expenses (including attorneys’ fees)) incurred by Lender by reason of a such Servicer Default until a Responsible Officer thereof has received written notice thereof. (Bthe amounts described in this clause (ii) referred to as “Ancillary Lender Damages”), but the remainder of the Performance Fee and Servicing Fee (in the case of the Servicing Fee, calculated only with respect to then outstanding Loans actually serviced by the Servicer) shall be paid to Servicer as contemplated by Article III. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been is appointed by the Administrative Agent Lender pursuant to Section 17.24.02, all authority and power of the Servicer under this Loan Agreement and each other Loan Document Servicing Agreement, except for the right to receive payment under Section 4.02(b) reduced by (i) the servicing fee paid by Lender to the Successor Servicer (or, if Lender is the Successor Servicer, by the reasonable amount that Lender would have to pay to an independent Successor Servicer in an arms’ length transaction), shall pass to and be vested in such the Successor Servicer (a “Servicing Service Transfer”)) plus (ii) all other Ancillary Lender Damages; and, without limitation, the Administrative Agent Lender is hereby authorized, authorized and empowered and instructed (upon the failure of the Servicer to cooperate or to execute or deliver such documents or instrumentscooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of 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 Servicing Transfer including, without limitation, all actions necessary or advisable to collect and direct payments in respect of Collections and to enforce the Collateral Agent’s rights and remedies with respect to the CollateralService Transfer. The initial Sucessor Servicer shall be the Backup Servicer, subject to the conditions set forth herein and the ability of the Backup Servicer to appoint a subservicer for certain functions. The Servicer hereby agrees to cooperate, at its sole cost and expense, cooperate with the Administrative Agent Lender and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and under the applicable Loan Documentshereunder, including, without limitation, including the transfer to such Successor Servicer of all authority of the Servicer to service on behalf of the Administrative Agent the Sites and the Contracts as Loans provided for under this Loan Agreement and under the other applicable Loan DocumentsServicing Agreement, including such all authority over all Collections which shall on the date of such Servicing Transfer transfer be held in trust by the Servicer for deposit to any of deposit, or which have been deposited by Servicer in the Accounts hereunder or any other accountLockbox, or which shall thereafter be received with respect to the Sites and the ContractsLoans, and (ii) in assisting the Successor Servicer. The Servicer shallshall also complete such transfer of its rights under the Program Agreements as may be necessary for the Successor Servicer to adequately perform its duties and obligations under this Servicing Agreement; but otherwise, at Servicer shall remain obligated under and shall continue to perform its sole cost duties and expense, as soon as practicable, and in any event obligations under the Program Agreements. Servicer shall within three ten (310) Business Days of such Servicing Transfer, (A) assemble such documents, instruments and other transfer its electronic records (including computer tapes and disks), which evidence relating to the affected Collateral, and which are necessary or desirable to collect the affected Sites or Contracts and shall make the same available Loans to the Successor Servicer or the Administrative Agent or its designee at a place selected by the Successor Servicer or the Administrative Agent and in such electronic form as the Successor Servicer or the Administrative Agent may reasonably request, request and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in respect of the Sites or the Contracts in a manner acceptable shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the Administrative Agent, and, promptly upon receipt, remit continued servicing and enforcement of the Loans in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall be responsible for all such cash, checks and instruments expenses incurred in transferring the servicing duties to the Successor Servicer. To the extent that compliance with this Section shall require Servicer to disclose to the Successor Servicer information of any kind which Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary confidentiality agreements as Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance shall not constitute a Servicer Default (i) under paragraph (a) above for a period of ten (10) Business Days after the applicable grace period or (ii) under paragraph (b) or (c) above for a period of fifteen (15) Business Days after the applicable grace period, if such delay or failure could not be prevented by the exercise of reasonable diligence by Servicer and such delay or failure was caused by an act of God or the Administrative Agent 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 Servicer from using all commercially reasonable efforts to perform its designeeobligations in a timely manner in accordance with the terms of this Servicing Agreement and Servicer shall provide Lender 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.