Common use of Events of Seller Default Clause in Contracts

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement; (b) A default shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Seller; (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth in Sections 6.1 or 6.2 that has remained uncured for a period of 30 days; (f) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) remains undischarged for a period of 30 days; (g) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 8% of the average aggregate Net Values of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (j) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (k) The Lockbox Account Agreement shall have been amended or terminated without the written consent of the Purchaser and the Servicer; (l) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (n) A Principal Amortization Event shall have been declared; then and in any such event, the Servicer shall, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the Purchaser and the Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automatically.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement which remains uncured for 5 Business Days following notice from the Purchaser with respect thereto, provided, however, the failure of the Purchaser to provide such notice shall not in any way be considered a waiver of any right or remedy available to the Purchaser under this Agreement; (b) A default An Insolvency Event shall have occurred and be continuing under any instrument or agreement evidencingoccurred; however, securing or providing for the issuance of Debt of if such Insolvency Event is initiated by third parties against the Seller, Seller shall not be in default unless Seller fails or refuses to have such third party action dismissed within sixty days of service of process on Seller seeking such relief; (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days; (fd) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 days; (ge) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 85.0% of the average aggregate Net Values of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jf) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kg) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated without Billing and Collection Agreement for any reason whatsoever absent the written consent consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, within ten Business Days of the Purchaser and the Servicertermination thereof; (lh) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (ni) A Principal Amortization Termination Event shall have been declaredoccurred; then and in any such event, the Master Servicer shallmay, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the The Purchaser and the Master Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement; (b) A The Seller or Guarantor, any subsidiary of Seller or Guarantor, or any other Person who owns at least a 51% ownership interest in Seller or Guarantor defaults: (i) whether as primary or secondary obligor, in the payment of any principal or interest on any obligation for borrowed money beyond any applicable grace period or, if such obligation is payable on demand, fails to pay such obligation upon demand; or (ii) in the observance of any covenant, term or condition contained in any agreement, if the effect of such default shall have occurred and be continuing under is to cause, or to permit any instrument other party to such obligation to cause, all or agreement evidencing, securing or providing for the issuance part of Debt of the Sellersuch obligation to become due before its stated maturity; (c) The A Seller Insolvency Event shall generally not pay have occurred and, other than with respect to any of its respective Debts as such Debts become due, voluntary Insolvency Event initiated or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolventan Affiliate, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition which has not been cured within 30 days of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsectionInsolvency Event; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 5.1 or 6.2 5.3 that has remained uncured for a period of 30 days, or, as such breach may pertain to a Purchased Receivable, has not been cured pursuant to Section 5.6; (fe) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 days; (gf) As of the first day of any respective month, the aggregate average Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-three month period shall exceed 85.0% of the average aggregate Net Values Value of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jg) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kh) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated without Billing and Collection Agreement for any reason whatsoever absent the written consent consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, within ten Business Days of the Purchaser termination thereof, and/or, any invoice due and owing by the Servicer;Seller relating to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement has become more than thirty days past due; or (li) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (n) A Principal Amortization Event shall have been declared; then and in any such event, the Servicer shallPurchaser may, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the Purchaser and the Servicer shall haveThe Purchaser, in addition to all other rights and remedies under this Agreement, shall retain all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement which remains uncured for 5 Business Days following notice from the Purchaser with respect thereto, provided, however, the failure of the Purchaser to provide such notice shall not in any way be considered a waiver of any right or remedy available to the Purchaser under this Agreement; (b) A default An Insolvency Event shall have occurred and be continuing under any instrument or agreement evidencingoccurred; however, securing or providing for the issuance of Debt of if such Insolvency Event is initiated by third parties against the Seller;, Seller shall not be in default unless Seller fails or refuses to have such third party action dismissed within sixty days of service of process on Seller seeking such relief, (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days; (fd) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 days; (ge) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 85.0% of the average aggregate Net Values of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jf) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kg) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated without Billing and Collection Agreement for any reason whatsoever absent the written consent consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, within ten Business Days of the Purchaser and the Servicertermination thereof; (lh) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (ni) A Principal Amortization Termination Event shall have been declaredoccurred; then and in any such event, the Master Servicer shallmay, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the The Purchaser and the Master Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "“Event of Seller Default"”) shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement; (b) A default An Insolvency Event shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Selleroccurred; (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days10 days following receipt of written notice with respect thereto; (fd) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 daysdays after receipt; (ge) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 85.0% of the average aggregate Net Values of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jf) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kg) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated Billing and Collection Agreement for any reason whatsoever absent the consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, and without the Seller’s prior written consent of consent, and/or any invoice due and owing by the Purchaser Seller relating to any Carrier Agreement, Clearinghouse Agreement or Billing and the ServicerCollection Agreement has become more than thirty days past due; (lh) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Thermo Contingency Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Thermo Contingency Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (ni) The Seller shall be in violation or default of any regulation, requirement, citation, statute, mandate, notice or decree of a Governmental Authority, with the exception of alleged slamming and do not call violations and customer billing disputes that result in complaints being filed with the Public Utility Commission or Federal Communications Commission that occur in the ordinary course of business unless such issues are of an escalating and consistent nature leading to the potential revocation of authority, and fail to remedy such violation within any available grace period, if any; (j) The Seller (either as Seller or Subservicer) shall fail in the payment of any sums due a Carrier as and when such sums are payable after taking into account any available grace period, if any; (k) Failure of Seller to notify Purchaser within three (3) business days of Seller’s receipt or service of any material notification from a Governmental Authority; or (l) A Principal Amortization Termination Event shall have been declared; occurred then and in any such event, the Servicer shallMaster Servicing may, by written notice to the Seller and the Purchaser (with a copy to Purchaser’s legal counsel) declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the The Purchaser and the Master Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events ------------------------ (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement; (b) A The Seller, Avery Communications, Inc. xx Thurston Group, Inc. defaxxxx: (i) whether as primary or secondary obligor, in the payment of any principal or interest on any obligation for borrowed money beyond any applicable grace period or, if such obligation is payable on demand, fails to pay such obligation upon demand; or (ii) in the observance of any covenant, term or condition contained in any agreement, if the effect of such default shall have occurred and be continuing under is to cause, or to permit any instrument other party to such obligation to cause, all or agreement evidencing, securing or providing for the issuance part of Debt of the Sellersuch obligation to become due before its stated maturity; (c) The Seller An Insolvency Event shall generally not pay have occurred and, other than with respect to any of its respective Debts as such Debts become due, voluntary Insolvency Event initiated or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolventan Affiliate, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition which has not been cured within thirty (60) days of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsectionInsolvency Event; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days, or, as such breach may pertain to a Purchased Receivable, has not been cured pursuant to Section 4.4; (fe) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) remains undischarged for a period of 30 45 days; (gf) As of the first day of any respective month, the aggregate average Net Value of Purchased Receivables which that became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-three month period shall exceed 810.0% of the average aggregate Net Values Value of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jg) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kh) The Lockbox Account termination for any reason whatsoever of any Billing and Collection Agreement shall have been amended between Seller and any Payor that is obligated to make payments in respect of Purchased Receivables then owned or terminated without held by Purchaser absent (i) the written consent consummation of a substitute Billing and Collections Agreement with such Payor within ten Business Days of the termination thereof, or (ii) the repurchase by Seller from Purchaser of all of such Payor's Purchased Receivables within ten Business Days of the termination thereof, and/or, any invoice due and owing by the Servicer;Seller relating to any Billing and Collection Agreement has become more than thirty days' past due; provided, however, no Event of Seller Default shall be deemed to have occurred hereunder if a local exchange carrier unilaterally terminates a Billing and Collection Agreement and there is no material adverse effect resulting therefrom; or (li) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (n) A Principal Amortization Event shall have been declared; then and in any such event, the Servicer shallPurchaser may, by written notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the Purchaser and the Servicer shall haveThe Purchaser, in addition to all other rights and remedies under this Agreement, shall retain all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe (a) any monetary term, covenant or agreement contained in this AgreementAgreement and such failure shall continue for two (2) days (not including Saturday or Sunday) after notice thereof has been given by Purchaser to Seller, or (b) any other term, covenant or agreement contained in this Agreement and such failure shall continue for ten (10) days after notice thereof has been given by Purchaser to Seller unless such other term covenant or agreement provides for a different period of time; (b) A default An Insolvency Event shall have occurred and be continuing under any instrument or agreement evidencingwhere such Insolvency Event consists of an involuntary proceeding against Seller, securing or providing for and the issuance of Debt of involuntary proceedings are not dismissed within thirty (30) days from the Sellerdate they were initiated; (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days, or, as such breach may pertain to a Purchased Receivable, has not been cured pursuant to Section 4.4; (fd) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 days; (g) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 8% of the average aggregate Net Values of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (je) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kf) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated without Billing and Collection Agreement for any reason whatsoever absent the written consent consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, within ten (10) Business Days of the Purchaser termination thereof where, in the Purchaser's reasonable business judgment, such termination materially and adversely affects the Servicerbusiness of Seller, and/or, any invoice due and owing by the Seller relating to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement has become more than thirty days past due; (lg) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (nh) A Principal Amortization Event shall YakCan and the Seller, in the reasonable discretion of Purchaser, do not have been declared; sufficient cash on hand, or committed financing, to reasonably perform their business plan. then and in any such event, the Master Servicer shallmay, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the The Purchaser and the Master Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC PPSA and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this AgreementAgreement which remains uncured for a period of 10 days; (b) A The Seller or any Affiliate defaults: (i) whether as primary or secondary obligor, in the payment of any principal or interest on any obligation for borrowed money beyond any applicable grace period or, if such obligation is payable on demand, fails to pay such obligation upon demand; or (ii) in the observance of any covenant, term or condition contained in any agreement, if the effect of such default is to cause, or to permit any other party to such obligation to cause, all or part of such obligation to become due before its stated maturity provided that such obligation shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance an amount in excess of Debt of the Seller$25,000; (c) The Seller An Insolvency Event shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsectionhave occurred; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days, or, as such breach may pertain to a Purchased Receivable, has not been cured pursuant to Section 4.4; (fe) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien in excess of $25,000 with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 daysdays or there shall have been an uncured default or breach with respect to any agreement, payment arrangement or otherwise by and between the Seller or its Affiliates and the Internal Revenue Service and/or any other taxing authority; (gf) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-four month period shall exceed 810.0% of the average aggregate Net Values Value of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jg) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (k) The Lockbox Account Agreement shall have been amended or terminated without the written consent of the Purchaser and the Servicer; (lh) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (ni) A Principal Amortization Termination Event shall have been declared; then and in any such event, the Servicer shall, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the Purchaser and the Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automatically.occurred;

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement; (b) A The Seller or any Affiliate defaults: (i) whether as primary or secondary obligor, in the payment of any principal or interest on any obligation for borrowed money in excess of $100,000 beyond any applicable grace period or, if such obligation is payable on demand, fails to pay such obligation upon demand; or (ii) in the observance of any covenant, term or condition contained in any material agreement, if the effect of such default shall have occurred and be continuing under is to cause, or to permit any instrument other party to such obligation to cause, all or agreement evidencing, securing or providing for the issuance part of Debt of the Sellersuch obligation to become due before its stated maturity; (c) The Seller An Insolvency Event shall generally not pay have occurred and, other than with respect to any of its respective Debts as such Debts become due, voluntary Insolvency Event initiated or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolventan Affiliate, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition which has not been cured within thirty (30) days of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsectionInsolvency Event; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days, or, as such breach may pertain to a Purchased Receivable, has not been cured pursuant to Section 4.4; (fe) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 days; (gf) As of the first day of any respective month, the aggregate average Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-three month period shall exceed 85.0% of the average aggregate Net Values Value of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jg) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kh) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated without Billing and Collection Agreement for any reason whatsoever absent the written consent consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, within ten Business Days of the Purchaser termination thereof, and/or, any invoice due and the Servicer; (l) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (n) A Principal Amortization Event shall have been declared; then and in any such event, the Servicer shall, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived owing by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon relating to any such declaration or automatic occurrence, the Purchaser and the Servicer shall have, in addition to all other rights and remedies under this Carrier Agreement, all other rights Clearinghouse Agreement or Billing and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automatically.Collection

Events of Seller Default. If any of the following events (each, an "“Event of Seller Default"”) shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement; (b) A default An Insolvency Event shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Selleroccurred; (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days10 days following receipt of written notice with respect thereto; (fd) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 daysdays after receipt; (ge) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 85.0% of the average aggregate Net Values of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jf) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kg) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated Billing and Collection Agreement for any reason whatsoever absent the consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, and without the Seller’s prior written consent of consent, and/or any invoice due and owing by the Purchaser Seller relating to any Carrier Agreement, Clearinghouse Agreement or Billing and the ServicerCollection Agreement has become more than thirty days past due; (lh) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Thermo Contingency Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Thermo Contingency Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (ni) The Seller shall be in violation or default of any regulation, requirement, citation, statute, mandate, notice or decree of a Governmental Authority and fail to remedy such violation within any available grace period, if any; (j) The Seller (either as Seller or Subservicer) shall fail in the payment of any sums due a Carrier as and when such sums are payable after taking into account any available grace period, if any; (k) Failure of Seller to notify Purchaser within three (3) business days of Seller’s receipt or service of any material notification from a Governmental Authority. (l) A Principal Amortization Termination Event shall have been declared; occurred then and in any such event, the Servicer shallMaster Servicing may, by written notice to the Seller and the Purchaser (with a copy to Purchaser’s legal counsel) declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the The Purchaser and the Master Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any material term, covenant or agreement contained in this Agreement; (b) A default An Insolvency Event shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Selleroccurred; (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days, or, as such breach may pertain to a Purchased Receivable, has not been cured pursuant to Section 4.4; (fd) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 days; (ge) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 85.0% of the average aggregate Net Values Value of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (hf) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility Other than as a result of the Receivables has occurreda final judgment entered by a court of competent jurisdiction, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (j) This this Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kg) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated without Billing and Collection Agreement for any reason whatsoever absent the written consent consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, within ten Business Days of the termination thereof or the delivery of documentation satisfactory to the Purchaser and that the Servicer; underlying service with respect to such agreement is not then currently nor shall not be terminated for a reasonable period of time thereafter such that a substitute agreement can be executed; (lh) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (ni) A Principal Amortization Termination Event shall have been declaredoccurred; then and in any such event, the Master Servicer shallmay, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the The Purchaser and the Master Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement; (b) A default An Insolvency Event shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Selleroccurred; (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 or 6.2 4.1 that has remained uncured for a period of 30 days, or with respect to a representation and warranty as stated in Section 4.2 as to which Seller has not repurchased such Rejected Receivable pursuant to Section 4.4; (fd) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 days; (ge) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 85.0% of the average aggregate Net Values of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jf) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kg) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated without Billing and Collection Agreement for any reason whatsoever absent the written consent consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, within ten Business Days of the Purchaser termination thereof, and/or, any invoice due and owing by the ServicerSeller relating to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement has become more than thirty days past due; (lh) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (ni) A Principal Amortization Termination Event shall have been declaredoccurred; then and in any such event, the Master Servicer shallmay, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the The Purchaser and the Master Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) shall materially fail to perform or observe any term, covenant or agreement contained in this Agreement; (b) A The Seller or any Affiliate defaults: (i) whether as primary or secondary obligor, in the payment of any principal or interest on any obligation for borrowed money beyond any applicable grace period or, if such obligation is payable on demand, fails to pay such obligation upon demand; or (ii) in the observance of any covenant, term or condition contained in any agreement, if the effect of such default shall have occurred and be continuing under is to cause, or to permit any instrument other party to such obligation to cause, all or agreement evidencing, securing or providing for the issuance part of Debt of the Sellersuch obligation to become due before its stated maturity; (c) The Seller An Insolvency Event shall generally not pay have occurred and, other than with respect to any of its respective Debts as such Debts become due, voluntary Insolvency Event initiated or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolventan Affiliate, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition which has not been cured within thirty (30) days of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsectionInsolvency Event; (d) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $100,000 in the aggregate against the Seller or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth as stated in Sections 6.1 4.1 or 6.2 4.2 that has remained uncured for a period of 30 days, or, as such breach may pertain to a Purchased Receivable, has not been cured pursuant to Section 4.4; (fe) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the Seller's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) which remains undischarged for a period of 30 days; (gf) As of the first day of any respective month, the aggregate average Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-three month period shall exceed 85.0% of the average aggregate Net Values Value of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (jg) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (kh) The Lockbox Account termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement shall have been amended or terminated without Billing and Collection Agreement for any reason whatsoever absent the written consent consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, within ten Business Days of the Purchaser termination thereof, and/or, any invoice due and owing by the Servicer;Seller relating to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement has become more than thirty days past due; or (li) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (n) A Principal Amortization Event shall have been declared; then and in any such event, the Servicer shallPurchaser may, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the Purchaser and the Servicer shall haveThe Purchaser, in addition to all other rights and remedies under this Agreement, shall retain all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automaticallycumulative.

Events of Seller Default. If any of the following events (each, an "Event of Seller Default") shall occur and be continuing: (a) The Seller (either as Seller or Subservicer) Subservicer shall materially fail to perform or observe any term, covenant or agreement contained in this AgreementAgreement or any Related Document; (b) A default shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Seller; (c) The Seller shall generally not pay any of its respective Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate company action to authorize any of the actions set forth in this subsection; (d) Judgments Except as set forth on Schedule 6, judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) against the Seller or in excess of $100,000 in the aggregate against the Seller or any of its the Provider Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; (e) There is a material breach of any of the representations and warranties of the Seller set forth in Sections 6.1 4.1 or 6.2 that 4.2 that, if curable, has remained uncured for a period of 30 days; (f) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to any of the assets of the Seller or any Provider Affiliate or with regard to the Seller other than a lien that does not materially adversely affect the financial condition of the Seller or the SellerSubservicer's ability to perform as Subservicer and that (1) is limited by its terms to assets other than Receivables or (2) remains undischarged for a period of 30 days; (g) As of the first day of any month, the aggregate Net Value of Purchased Receivables which became Defaulted Receivables or Rejected Receivables (other than those with respect to which a withdrawal has previously been made from the Offset Reserve Account) during the prior three-month period shall exceed 8% of the average aggregate Net Values of all Purchased Receivables then owned by the Purchaser (other than Defaulted Receivables) at the end of each of such three months; (h) The Servicer shall have reasonably determined that any event which materially adversely affects the collectibility of the Receivables has occurred, or that any other event which materially adversely affects the financial condition of the Seller, the ability of the Seller to collect Purchased Receivables in its capacity as Subservicer or the ability of the Seller (either as Seller or Subservicer) to perform hereunder has occurred; (i) A deterioration has taken place in the quality of servicing of Purchased Receivables or other Receivables serviced by the Seller (in its capacity as Subservicer) which the Servicer, in its sole discretion, determines to be material; (j) This Agreement shall for any reason cease to evidence the transfer to the Purchaser (or its assignees or transferees) of the legal and equitable title to, and ownership of, the Purchased Receivables; (k) The Lockbox Account Agreement shall have been amended or terminated without the written consent of the Purchaser and the Servicer; (l) The amount deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account has remained at less than the Specified Credit Reserve Balance for fourteen consecutive days; (m) The amount deposited hereunder (net of withdrawals required hereunder) in the Offset Reserve Account has remained at less than the Specified Offset Reserve Balance for fourteen consecutive days; or (n) A Principal Amortization Event shall have been declared; then and in any such event, the Servicer shall, by notice to the Seller and the Purchaser declare that an Event of Seller Default shall have occurred and, the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller and the Purchaser shall make no further Purchases from the Seller. Upon any such declaration or automatic occurrence, the Purchaser and the Servicer shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC and other applicable law, which rights shall be cumulative provided, that, if an event of the kind described in 8.1(c) occurs with regard to the Seller, an Event of Seller Default shall be deemed to have occurred automatically.