Common use of Servicer Event of Default Clause in Contracts

Servicer Event of Default. If any of the following events (each, a “Servicer Event of Default”) shall occur: (a) (i) failure by the Servicer to deposit or transfer into the Lockbox Account any proceeds or payment required to be so deposited or transferred under the terms of this Agreement on the due date therefor, (ii) any failure to remit any Monthly Report within two (2) Business Days of the due date therefor, (iii) any failure to remit any Daily Borrowing Base Report within one (1) Business Day of the due date therefor or (iv) a failure to comply with Section 7.07 or Section 7.11; or (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or to manage and service the Collateral in accordance with the Credit and Collection Policies and Procedures and such failure continues for thirty (30) days after the earlier of (i) the date on which written notice of such failure is given to the Servicer by the Agent and (ii) the date any Senior Officer of the Servicer has knowledge of such failure; or (c) the average of the Default Ratios for any three (3) consecutive Remittance Periods exceeds 2.50%; or (d) the average of the 90-Day Delinquency Rates for any three (3) consecutive Remittance Periods exceeds 2.25% (or 3.00% during the first six Remittance Periods after the Closing Date); or (e) breach of a Financial Covenant; or (f) The average 30-Day Delinquency Rate for any three (3) consecutive Remittance Periods exceeds 8.00% (or 12.00% during the first six Remittance Periods after the Closing Date); or (g) a material delegation of the Servicer’s duties not in compliance with this Agreement; or (h) the material breach of any of the representations and warranties made by the Servicer herein which shall continue unremedied for a period of thirty (30) days after the earlier of (x) the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Servicer by the Agent and (y) the date any Senior Officer of the Servicer has knowledge of such breach; or (i) an Event of Bankruptcy shall occur with respect to the Servicer; or (j) an Event of Default shall have occurred; or (k) a Change in Control with respect to the Servicer shall have occurred; or (l) the Servicer shall, without having received the prior written consent of the Agent, make any change to the Credit and Collection Policies and Procedures which could reasonably be expected to have a material adverse effect on the collectability of the Receivables; or (m) a material adverse change shall occur in the condition (financial or otherwise), business, operations or properties of the Servicer which could reasonably be expected to materially adversely affect the ability of the Servicer to perform its obligations under the Servicing Agreement and any other Basic Documents to which it is a party; or (n) a final judgment for the payment of money in excess of $1,500,000 shall have been rendered against the Servicer by a court of competent jurisdiction and such judgment shall not have been discharged or satisfied or stayed pending appeal within thirty (30) days from the date of such judgment and such judgment could reasonably be expected to have a material adverse impact on the Receivables; then, the Agent may, in its sole discretion, or shall at the direction of the Required Lenders in their discretion, by delivering a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon any such declaration, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer appointed pursuant to Section 11.02. All reasonable and customary related costs of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicer.

Servicer Event of Default. If For purposes of this Agreement, any of the following events (each, shall constitute a “"Servicer Event of Default”) shall occur": (a) (i) Any failure by the Servicer to deposit deposit, or transfer into deliver to the Lockbox Indenture Trustee for deposit, to the Local Bank Account (or, if the Backup Servicer is acting as successor Servicer, the Backup Servicer Account), the Collection Account or the Spread Account any amount required to be so deposited or delivered therein or any proceeds or payment required to be so deposited or transferred delivered under the terms of this Agreement on (including deposits of the due date thereforRepurchase Price pursuant to Section 7.01) that continues unremedied for a period of two (2) Business Days after such deposit, delivery or payment is required to be made by the Servicer; (iib) any failure Failure by the Servicer to remit any deliver to the Indenture Trustee and the Agent the Monthly Servicer Report required by Section 6.06 within two (2) Business Days after the applicable Determination Date, or any statement required by Section 6.07 or any report required by Section 6.08 shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered; (c) Failure on the part of the due date thereforServicer (so long as the Backup Servicer is not acting as successor Servicer), or failure on the part of the Depositor or the Contributor, as the case may be, to repurchase a Receivable in accordance with Section 3.03(a), Section 6.15 or Section 8.02 hereof and, in the case of the Contributor pursuant to Section 3.03(a) of the Contribution Agreement, as the case may be, which failure shall continue unremedied for a period of two (iii) any failure to remit any Daily Borrowing Base Report within one (12) Business Day Days after the same is required to be repurchased in accordance with such Sections; (d) Failure on the part of the due date therefor or (iv) a Servicer to observe its covenants and agreements set forth in Section 9.02 or, failure on the part of the Depositor to comply with observe its covenants and agreements in Section 7.07 or Section 7.11; or5.10; (be) Failure on the part of the Servicer, or failure by on the Servicer part of the Depositor or the Contributor duly to observe or to perform in any material respect any other covenants or agreements of the Servicer Servicer, the Contributor or the Depositor, as the case may be, set forth in this Agreement or to manage any other Transaction Document which failure (i) materially and service adversely affects the Collateral in accordance with rights of the Credit Noteholders, and Collection Policies and Procedures and such failure (ii) continues unremedied for thirty a period of twenty (3020) days after the earlier of (iA) the date on which written notice of such failure is given to the Servicer by the Agent and (ii) the date any Senior Officer of the Servicer has knowledge of such failure; or (c) the average of the Default Ratios for any three (3) consecutive Remittance Periods exceeds 2.50%; or (d) the average of the 90-Day Delinquency Rates for any three (3) consecutive Remittance Periods exceeds 2.25% (or 3.00% during the first six Remittance Periods after the Closing Date); or (e) breach of a Financial Covenant; or (f) The average 30-Day Delinquency Rate for any three (3) consecutive Remittance Periods exceeds 8.00% (or 12.00% during the first six Remittance Periods after the Closing Date); or (g) a material delegation of the Servicer’s duties not in compliance with this Agreement; or (h) the material breach of any of the representations and warranties made by the Servicer herein which shall continue unremedied for a period of thirty (30) days after the earlier of (x) the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Servicer Servicer, the Contributor or the Depositor, as the case may be, by the Agent and Indenture Trustee, the Issuer or the Backup Servicer or (yB) the date any Senior discovery by a Responsible Officer of the Servicer; (f) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Contributor or the Servicer has knowledge (or, so long as the Contributor is obligated to perform as the Servicer, the Depositor or any other Affiliate of the Servicer, if the Servicer's ability to service the Receivables is adversely affected thereby) 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 Contributor, the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of the Contributor, the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) and the continuance of any such decree or order unstayed and in effect for a period of sixty (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 sixty (60) days; (g) The commencement by the Contributor or the Servicer (or, so long as the Contributor is obligated to perform as the Servicer, the Depositor or any other Affiliate of the Servicer, if the Servicer's ability to service the Receivables is adversely affected thereby) 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 Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) or of any substantial part of their respective property or the making by Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) of an assignment for the benefit of creditors or the failure by the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) in furtherance of any of the foregoing; (h) Any representation, warranty or statement of the Servicer, and for so long as the Contributor is obligated to perform as the Servicer, the Depositor or the Contributor, made in this Agreement or with respect to the Contributor or the Depositor, made in the Contribution Agreement or, in each case, 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, and the incorrectness of such breach; orrepresentation, warranty or statement has a material adverse effect on the Trust Estate or 57 any Noteholder and, within twenty (20) days after written notice thereof shall have been given to the Servicer, the Contributor or the Depositor (as the case may be) by the Indenture Trustee, the Issuer, the Backup Servicer or the Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (i) an Event Failure on the part of Bankruptcy shall occur the Servicer to be legally qualified to service the Receivables; (j) Any material change made by the Servicer to its Collection Policy with respect to the Servicer; or (j) an Event of Default shall have occurred; or (k) a Change in Control with respect to the Servicer shall have occurred; or (l) the Servicer shall, Receivables without having received the prior written consent of the Agent, make any change to the Credit and Collection Policies and Procedures which could reasonably be expected to have a material adverse effect on the collectability of the Receivables; or; (mk) The occurrence of a material adverse change shall occur in Termination Event or Event of Default which has not been waived by the condition Majority Holders; (financial or otherwise), business, operations or properties of the Servicer which could reasonably be expected to materially adversely affect the ability of the Servicer to perform its obligations under the Servicing Agreement and any other Basic Documents to which it is a party; or (nl) a final judgment for the payment of money in excess of $1,500,000 The Agent shall have been rendered against the Servicer by a court of competent jurisdiction and such judgment shall not have been discharged or satisfied or stayed pending appeal within thirty (30) days from the date of such judgment and such judgment could reasonably be expected to have a material adverse impact on the Receivables; then, the Agent may, in its sole discretion, or shall at the direction of the Required Lenders in their discretion, by delivering delivered a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon any such declaration, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer appointed pursuant to Section 11.02. All reasonable and customary related costs of replacing the 6.01(a) or for any reason, Bay View Acceptance ceases to act as Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicer.hereunder;

Servicer Event of Default. If For purposes of this Agreement, any of the following events (each, shall constitute a “Servicer Event of Default”) shall occur: (a) (i) Any failure by the Servicer to deposit deposit, or transfer into deliver to the Lockbox Indenture Trustee for deposit, to the Local Bank Account (or, if the Backup Servicer is acting as successor Servicer, the Backup Servicer Account), the Collection Account or the Spread Account any amount required to be so deposited or delivered therein or any proceeds or payment required to be so deposited or transferred delivered under the terms of this Agreement on (including deposits of the due date thereforRepurchase Price pursuant to Section 7.01) that continues unremedied for a period of two (2) Business Days after such deposit, delivery or payment is required to be made by the Servicer; (iib) any failure Failure by the Servicer to remit any deliver to the Indenture Trustee and the Agent the Monthly Servicer Report required by Section 6.06 within two (2) Business Days after the applicable Determination Date, or any statement required by Section 6.07 or any report required by Section 6.08 shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered; (c) Failure on the part of the due date thereforServicer (so long as the Backup Servicer is not acting as successor Servicer), or failure on the part of the Depositor or the Contributor, as the case may be, to repurchase a Receivable in accordance with Section 3.03(a), Section 6.15 or Section 8.02 hereof and, in the case of the Contributor pursuant to Section 3.03(a) of the Contribution Agreement, as the case may be, which failure shall continue unremedied for a period of two (iii) any failure to remit any Daily Borrowing Base Report within one (12) Business Day Days after the same is required to be repurchased in accordance with such Sections; (d) Failure on the part of the due date therefor or (iv) a Servicer to observe its covenants and agreements set forth in Section 9.02 or, failure on the part of the Depositor to comply with observe its covenants and agreements in Section 7.07 or Section 7.11; or5.10; (be) Failure on the part of the Servicer, or failure by on the Servicer part of the Depositor or the Contributor duly to observe or to perform in any material respect any other covenants or agreements of the Servicer Servicer, the Contributor or the Depositor, as the case may be, set forth in this Agreement or to manage any other Transaction Document which failure (i) materially and service adversely affects the Collateral in accordance with rights of the Credit Noteholders, and Collection Policies and Procedures and such failure (ii) continues unremedied for thirty a period of twenty (3020) days after the earlier of (iA) the date on which written notice of such failure is given to the Servicer by the Agent and (ii) the date any Senior Officer of the Servicer has knowledge of such failure; or (c) the average of the Default Ratios for any three (3) consecutive Remittance Periods exceeds 2.50%; or (d) the average of the 90-Day Delinquency Rates for any three (3) consecutive Remittance Periods exceeds 2.25% (or 3.00% during the first six Remittance Periods after the Closing Date); or (e) breach of a Financial Covenant; or (f) The average 30-Day Delinquency Rate for any three (3) consecutive Remittance Periods exceeds 8.00% (or 12.00% during the first six Remittance Periods after the Closing Date); or (g) a material delegation of the Servicer’s duties not in compliance with this Agreement; or (h) the material breach of any of the representations and warranties made by the Servicer herein which shall continue unremedied for a period of thirty (30) days after the earlier of (x) the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Servicer Servicer, the Contributor or the Depositor, as the case may be, by the Agent and Indenture Trustee, the Issuer or the Backup Servicer or (yB) the date any Senior discovery by a Responsible Officer of the Servicer; (f) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Contributor or the Servicer has knowledge (or, so long as the Contributor is obligated to perform as the Servicer, the Depositor or any other Affiliate of the Servicer, if the Servicer’s ability to service the Receivables is adversely affected thereby) 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 Contributor, the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of the Contributor, the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) and the continuance of any such decree or order unstayed and in effect for a period of sixty (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 sixty (60) days; (g) The commencement by the Contributor or the Servicer (or, so long as the Contributor is obligated to perform as the Servicer, the Depositor or any other Affiliate of the Servicer, if the Servicer’s ability to service the Receivables is adversely affected thereby) 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 Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) or of any substantial part of their respective property or the making by Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) of an assignment for the benefit of creditors or the failure by the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) in furtherance of any of the foregoing; (h) Any representation, warranty or statement of the Servicer, and for so long as the Contributor is obligated to perform as the Servicer, the Depositor or the Contributor, made in this Agreement or with respect to the Contributor or the Depositor, made in the Contribution Agreement or, in each case, 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, and the incorrectness of such breach; orrepresentation, warranty or statement has a material adverse effect on the Trust Estate or any Noteholder and, within twenty (20) days after written notice thereof shall have been given to the Servicer, the Contributor or the Depositor (as the case may be) by the Indenture Trustee, the Issuer, the Backup Servicer or the Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (i) an Event Failure on the part of Bankruptcy shall occur the Servicer to be legally qualified to service the Receivables; (j) Any material change made by the Servicer to its Collection Policy with respect to the Servicer; or (j) an Event of Default shall have occurred; or (k) a Change in Control with respect to the Servicer shall have occurred; or (l) the Servicer shall, Receivables without having received the prior written consent of the Agent; (k) The occurrence of a Termination Event or Event of Default which has not been waived by the Majority Holders; (l) The Agent shall have delivered a Servicer Termination Notice pursuant to Section 6.01(a) or for any reason, make Bay View Acceptance ceases to act as Servicer hereunder; (m) Tangible Net Worth of the Servicer is at any change to time less than $35,000,000; (n) Failure on the Credit and Collection Policies and Procedures which could reasonably be expected part of the Servicer to have a material adverse effect paid-in capital of $50 million or greater; (o) Failure on the collectability part of the ReceivablesServicer to maintain monthly “Minimum Liquidity” (available cash and borrowing capacity for working capital purposes) of $5 million or greater; (p) The occurrence of a “Servicer Event of Default” under and as defined in any sale and servicing agreement, pooling and servicing agreement or any similar agreement (a “Similar Servicing Agreement”) with respect to which the Contributor or any of its Affiliates is designated as servicer, subservicer, master servicer or any similar capacity (irrespective of whether it is then acting in such capacity) unless such “Servicer Event of Default” has been permanently waived and (i) none of the Contributor or any of its applicable Affiliates has been terminated as servicer, subservicer, master servicer or other similar capacity under such Similar Servicing Agreement as a result of such Servicer Event of Default and (ii) the Contributor or any applicable Affiliate of the Contributor that acts as servicer, subservicer, master servicer or any similar capacity under such Similar Servicing Agreement retains its right (if any) thereunder to access each collections of receivables thereunder without the prior written consent of third parties, unless such rights are terminated by the Servicer independent of such Servicer Event of Default; or (mq) a material adverse change shall occur in If the condition (financial or otherwise)Backup Servicer is acting as successor Servicer, business, operations or properties the failure of the Servicer which could reasonably be expected to materially adversely affect the ability of the Backup Servicer to perform its obligations be controlled by or under the Servicing Agreement and any other Basic Documents to which it is a party; or (n) a final judgment for the payment common control of money in excess of $1,500,000 shall have been rendered against the Servicer by a court of competent jurisdiction and such judgment shall not have been discharged or satisfied or stayed pending appeal within thirty (30) days from the date of such judgment and such judgment could reasonably be expected to have a material adverse impact on the Receivables; thenJPMorgan Chase Bank, the Agent may, in its sole discretion, or shall at the direction of the Required Lenders in their discretion, by delivering a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon any such declaration, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer appointed pursuant to Section 11.02. All reasonable and customary related costs of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicer.N.A.

Servicer Event of Default. If For purposes of this Agreement, any of the following events (each, shall constitute a “"Servicer Event of Default”) shall occur": (a) (i) Any failure by the Servicer to deposit deposit, or transfer into deliver to the Lockbox Indenture Trustee for deposit, to the Local Bank Account (or, if the Backup Servicer is acting as successor Servicer, the Backup Servicer Account), the Collection Account or the Spread Account any amount required to be so deposited or delivered therein or any proceeds or payment required to be so deposited or transferred delivered under the terms of this Agreement on (including deposits of the due date thereforRepurchase Price pursuant to Section 7.01) that continues unremedied for a period of two (2) Business Days after such deposit, delivery or payment is required to be made by the Servicer; (iib) any failure Failure by the Servicer to remit any deliver to the Indenture Trustee and the Agent the Monthly Servicer Report required by Section 6.06 within two (2) Business Days after the applicable Determination Date, or any statement required by Section 6.07 or any report required by Section 6.08 shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered; (c) Failure on the part of the due date thereforServicer (so long as the Backup Servicer is not acting as successor Servicer), or failure on the part of the Depositor or the Contributor, as the case may be, to repurchase a Receivable in accordance with Section 3.03(a), Section 6.15 or Section 8.02 hereof and, in the case of the Contributor pursuant to Section 3.03(a) of the Contribution Agreement, as the case may be, which failure shall continue unremedied for a period of two (iii) any failure to remit any Daily Borrowing Base Report within one (12) Business Day Days after the same is required to be repurchased in accordance with such Sections; (d) Failure on the part of the due date therefor or (iv) a Servicer to observe its covenants and agreements set forth in Section 9.02 or, failure on the part of the Depositor to comply with observe its covenants and agreements in Section 7.07 or Section 7.11; or5.10; (be) Failure on the part of the Servicer, or failure by on the Servicer part of the Depositor or the Contributor duly to observe or to perform in any material respect any other covenants or agreements of the Servicer Servicer, the Contributor or the Depositor, as the case may be, set forth in this Agreement or to manage any other Transaction Document which failure (i) materially and service adversely affects the Collateral in accordance with rights of the Credit Noteholders, and Collection Policies and Procedures and such failure (ii) continues unremedied for thirty a period of twenty (3020) days after the earlier of (iA) the date on which written notice of such failure is given to the Servicer by the Agent and (ii) the date any Senior Officer of the Servicer has knowledge of such failure; or (c) the average of the Default Ratios for any three (3) consecutive Remittance Periods exceeds 2.50%; or (d) the average of the 90-Day Delinquency Rates for any three (3) consecutive Remittance Periods exceeds 2.25% (or 3.00% during the first six Remittance Periods after the Closing Date); or (e) breach of a Financial Covenant; or (f) The average 30-Day Delinquency Rate for any three (3) consecutive Remittance Periods exceeds 8.00% (or 12.00% during the first six Remittance Periods after the Closing Date); or (g) a material delegation of the Servicer’s duties not in compliance with this Agreement; or (h) the material breach of any of the representations and warranties made by the Servicer herein which shall continue unremedied for a period of thirty (30) days after the earlier of (x) the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Servicer Servicer, the Contributor or the Depositor, as the case may be, by the Agent and Indenture Trustee, the Issuer or the Backup Servicer or (yB) the date any Senior discovery by a Responsible Officer of the Servicer has knowledge of such breach; orServicer; (if) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Contributor or the Servicer (or, so long as the Contributor is obligated to perform as the Servicer, the Depositor or any other Affiliate of the Servicer, if the Servicer's ability to service the Receivables is adversely affected thereby) in an Event 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 Bankruptcy shall occur the Contributor, the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of the Contributor, the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) and the continuance of any such decree or order unstayed and in effect for a period of sixty (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 sixty (60) days; (g) The commencement by the Contributor or the Servicer (or, so long as the Contributor is obligated to perform as the Servicer, the Depositor or any other Affiliate of the Servicer, if the Servicer's ability to service the Receivables is adversely affected thereby) 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 Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) or of any substantial part of their respective property or the making by Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) of an assignment for the benefit of creditors or the failure by the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) in furtherance of any of the foregoing; (h) Any representation, warranty or statement of the Servicer, and for so long as the Contributor is obligated to perform as the Servicer, the Depositor or the Contributor, made in this Agreement or with respect to the Servicer; Contributor or the Depositor, made in the Contribution Agreement or (j) an Event , in each case, any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of Default the time when the same shall have occurred; or (k) a Change in Control with respect to been made, and the Servicer shall have occurred; or (l) the Servicer shallincorrectness of such representation, without having received the prior written consent of the Agent, make any change to the Credit and Collection Policies and Procedures which could reasonably be expected to have warranty or statement has a material adverse effect on the collectability Trust Estate or any Noteholder and, within twenty (20) days after written notice thereof shall have been given to the Servicer, the Contributor or the Depositor (as the case may be) by the Indenture Trustee, the Issuer, the Backup Servicer or the Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (i) Failure on the part of the Servicer to be legally qualified to service the Receivables; or; (j) Any material change made by the Servicer to its Collection Policy with respect to the Receivables without prior written consent of the Majority Holders; (k) The occurrence of a Termination Event or Event of Default which has not been waived by the Majority Holders; (l) The Agent shall have delivered a Servicer Termination Notice pursuant to Section 6.01(a) or for any reason, Bay View Acceptance ceases to act as Servicer hereunder; (m) The occurrence of a material adverse change shall occur "Servicer Event of Default" under and as defined in any sale and servicing agreement, pooling and servicing agreement or any similar agreement (a "Similar Servicing Agreement") with respect to which the condition Contributor or any of its Affiliates is designated as servicer, subservicer, master servicer or any similar capacity (financial or otherwise), business, operations or properties irrespective of whether it is then acting in such capacity) unless such "Servicer Event of Default" has been permanently waived and (i) none of the Contributor or any of its applicable Affiliates has been terminated as servicer, subservicer, master servicer or other similar capacity under such Similar Servicing Agreement as a result of such Servicer which could reasonably be expected to materially adversely affect Event of Default and (ii) the ability Contributor or any applicable Affiliate of the Servicer to perform its obligations Contributor that acts as servicer, subservicer, master servicer or any similar capacity under the such Similar Servicing Agreement and any other Basic Documents retains its right (if any) thereunder to which it is a partyaccess each collections of receivables thereunder without the prior written consent of third parties, unless such rights are terminated by the Servicer independent of such Servicer Event of Default; or (n) a final judgment for If the payment of money in excess of $1,500,000 shall have been rendered against the Backup Servicer by a court of competent jurisdiction and such judgment shall not have been discharged or satisfied or stayed pending appeal within thirty (30) days from the date of such judgment and such judgment could reasonably be expected to have a material adverse impact on the Receivables; thenis acting as successor Servicer, the Agent may, in its sole discretion, or shall at the direction failure of the Required Lenders in their discretion, Backup Servicer to be controlled by delivering a Servicer Termination Notice to or under the Borrower and the Servicer, terminate the servicing responsibilities common control of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon any such declaration, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer appointed pursuant to Section 11.02. All reasonable and customary related costs of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the ServicerJPMorgan Chase Bank.

Servicer Event of Default. If any of the following events (each, a “Servicer Event of Default”) shall occur: (a) (i) failure by the Servicer to deposit or transfer into the Lockbox Account Accounts any proceeds or payment required to be so deposited or transferred under the terms of this Agreement on the due date therefor, (ii) any failure to remit any Monthly Report within two (2) Business Days of the due date therefor, (iii) any failure to remit any Daily Borrowing Base Report within one (1) Business Day of the due date therefor or (iv) a failure to comply with Section 7.07 or Section 7.11; or (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or to manage and service the Collateral in accordance with the Credit and Collection Policies and Procedures and such failure continues for thirty (30) days after the earlier of (i) the date on which written notice of such failure is given to the Servicer by the Agent and (ii) the date any Senior Officer of the Servicer has knowledge of such failure; or (c) the average of the Default Ratios for any three (3) consecutive Remittance Periods exceeds 2.50%; or (d) the average of the 90-Day Delinquency Rates for any three (3) consecutive Remittance Periods exceeds 2.25% (or 3.00% during the first six Remittance Periods after the Original Closing Date); or (e) breach of a Financial Covenant; or (f) The average 30-Day Delinquency Rate for any three (3) consecutive Remittance Periods exceeds 8.00% (or 12.00% during the first six Remittance Periods after the Original Closing Date); or (g) a material delegation of the Servicer’s duties not in compliance with this Agreement; or (h) the material breach of any of the representations and warranties made by the Servicer herein which shall continue unremedied for a period of thirty (30) days after the earlier of (x) the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Servicer by the Agent and (y) the date any Senior Officer of the Servicer has knowledge of such breach; or (i) an Event of Bankruptcy shall occur with respect to the Servicer; or (j) an Event of Default shall have occurred; or (k) a Change in Control with respect to the Servicer shall have occurred; or (l) the Servicer shall, without having received the prior written consent of the Agent, make any change to the Credit and Collection Policies and Procedures which could reasonably be expected to have a material adverse effect on the collectability of the Receivables; or (m) a material adverse change shall occur in the condition (financial or otherwise), business, operations or properties of the Servicer which could reasonably be expected to materially adversely affect the ability of the Servicer to perform its obligations under the Servicing Agreement and any other Basic Documents to which it is a party; or (n) a final judgment for the payment of money in excess of $1,500,000 shall have been rendered against the Servicer by a court of competent jurisdiction and such judgment shall not have been discharged or satisfied or stayed pending appeal within thirty (30) days from the date of such judgment and such judgment could reasonably be expected to have a material adverse impact on the Receivables; then, the Agent may, in its sole discretion, or shall at the direction of the Required Lenders in their discretion, by delivering a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon any such declaration, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer appointed pursuant to Section 11.02. All reasonable and customary related costs of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicer.