Common use of Events of Servicer Termination Clause in Contracts

Events of Servicer Termination. If any of the following events (each, an "Event of Servicer Termination") shall occur (regardless of the reason therefor): (a) the Servicer shall fail or neglect to perform, keep or observe any provision of this Agreement or the other Related Documents (whether in its capacity as an Originator or the Servicer) and the same shall remain unremedied for five Business Days or more after written notice thereof shall have been given by the Purchaser, the Operating Agent or the Collateral Agent to the Servicer; (b) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the Purchaser, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; (c) a default or breach of any of the covenants set forth in Annex G shall have occurred; (d) the Operating Agent or the Collateral Agent shall have determined that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (e) a Termination Event shall have occurred or this Agreement shall have been terminated; (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; or (h) the Seller's board of managers shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days written notice thereof; then, and in any such event, the Operating Agent shall, at the request of, or may, with the consent of, the Purchaser or the Collateral Agent, by delivery of a Servicer Termination Notice to the Seller 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 the delivery of any such notice, all authority and power of the Servicer under this Agreement and the Transfer Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided, that notwithstanding anything to the contrary herein, the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02. ARTICLE X REMEDIES SECTION 10.

Events of Servicer Termination. If any of the following events (each, an "Event of Servicer Termination") shall occur (regardless of the reason therefor): (a) the Servicer shall fail or neglect to perform, keep or observe any material provision of this Loan Agreement or the other Related Documents or the Servicing Agreements (whether in its capacity as an Originator the Servicer or the Servicerin any other capacity as a Service Provider) and the same shall remain unremedied for five Business Days or more after written notice thereof shall have been given by either of the PurchaserLenders, the Lender Agent, the Operating Agent or the Collateral Agent to the Servicer; ; (b) any representation or warranty of the Servicer herein or in any other Related Document or Servicing Agreement or in any written statement, report, financial statement or certificate made or delivered by the Servicer to either of the PurchaserLenders, the Lender Agent, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; ; (c) a default or breach of any of the covenants set forth in Annex G shall have occurred; (d) Lender Agent, the Operating Agent or the Collateral Agent shall have determined that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables Trust Investments or to otherwise perform hereunder has occurred; ; (ed) a Termination an Event of Default shall have occurred or this Loan Agreement shall have been terminated; ; (fe) a deterioration has taken place in the quality of servicing of Transferred Receivables Trust Investments or other Receivables Borrower Collateral serviced by the Servicer that either the Lender Agent, the Operating Agent or the Collateral Agent, each in its sole reasonable discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent eliminated within 30 days after written notice thereof shall have been given by the Lender Agent, the Operating Agent or the Collateral Agent to the Servicer; ; (gf) the Servicer shall assign or purport to assign any of its obligations hereunder or under any other Related Document or the Transfer Agreement Servicing Agreements without the prior written consent of the Lender Agent, the Operating Agent and the Collateral Agent; (g) a Change of Control or Change of Management shall have occurred; or or (h) the SellerBorrower's board of managers trustees shall have determined that it is in the best interests of the Seller Borrower to terminate the duties of the Servicer hereunder and shall have given the Servicer, each of the PurchaserLenders, the Lender Agent, the Operating Agent and the Collateral Agent at least 30 days written notice thereof; then, and in any such event, the Operating Lender Agent shall, at the request of, or may, with the consent of, either of the Purchaser Lenders or the Collateral Agent, by delivery of a Servicer Termination Notice to the Seller Borrower and the Servicer, require the Borrower to use all reasonable efforts, and thereupon the Borrower shall use all reasonable efforts, to 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, provided that (i) such termination is not inconsistent with the fiduciary obligations of the trustees of the Borrower and (ii) upon such termination, the Servicer shall also cease to serve in any capacity as a Service Provider. Upon the delivery of any such noticenotice and termination of the Servicer's servicing responsibilities, all authority and power of the Servicer under this Agreement and the Transfer Agreement Servicing Agreements shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.0210.02; provided, that notwithstanding anything to the contrary herein, the Servicer agrees to continue to follow the procedures set forth in Section 7.02 6.02 with respect to Collections on the Transferred Receivables Trust Investments until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02. ARTICLE X REMEDIES SECTION 1010.02.

Events of Servicer Termination. If any one of the following events (each, an "Event “Events of Servicer Termination"”) shall occur (regardless of the reason therefor):and be continuing: (ai) Failure by the Servicer shall fail to deposit in the Custodial Account or neglect Payment Account any deposit required to perform, keep or observe any provision be made under the terms of this Agreement or the other Related Documents (whether in its capacity as an Originator Master PSA or to remit to the Indenture Trustee any payment required to be made by the Servicer under the terms of this Agreement or the Servicer) and Master PSA, which continues unremedied for two Business Days after the date upon which written notice of such failure, requiring the same shall remain unremedied for five Business Days or more after written notice thereof shall have been to be remedied, is given to the Servicer by the Purchaser, the Operating Agent Depositor or the Collateral Agent Indenture Trustee or to the Servicer, the Depositor and the Indenture Trustee by the Note Insurer (so long as no Note Insurer Default exists) or any Holders of Notes entitled to at least 25% of the voting rights in the Notes (with the consent of the Note Insurer, so long as no Note Insurer Default exists); or (bii) any representation or warranty Failure on the part of the Servicer herein duly to observe or perform in any material respect any other Related Document of the covenants or agreements on the part of the Servicer contained in this Agreement or the Master PSA, which continues unremedied for a period of thirty days after the date on which written notice of such failure or breach, as applicable, requiring the same to be remedied, is given to the Servicer by the Depositor or the Indenture Trustee, or to the Servicer, the Depositor and the Indenture Trustee by the Note Insurer or any Holders of Notes entitled to at least 25% of the voting rights in the Notes (with the consent of the Note Insurer, so long as no Note Insurer Default exists); provided, however, that no Event of Servicer Termination shall occur until 60 days after the date of such notice if the Servicer is diligently proceeding to cure any such failure; (iii) The entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any written statementinsolvency, reportconservatorship, financial statement receivership, readjustment of debt, marshalling of assets and liabilities or certificate made similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (iv) The consent by the Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (v) Reports required to be delivered by the Servicer to the PurchaserIndenture Trustee pursuant to this Agreement, the Operating Agent any other Basic Document or the Collateral Agent hereto or thereto is untrue or incorrect in Master PSA are not timely delivered by the Servicer to the Indenture Trustee; (vi) any material respect as breach of a representation and warranty of the date when made or deemed made; (c) a default or breach Servicer in Section 2.07 of any of the covenants set forth in Annex G shall have occurred; (d) the Operating Agent or the Collateral Agent shall have determined that any event or condition that this Agreement, which materially and adversely affects the ability interests of the Noteholders or the Note Insurer and which continues unremedied for a period of thirty days after the date upon which written notice of such breach is given to the Servicer by the Indenture Trustee or the Depositor, or to the Servicer, the Indenture Trustee or the Depositor by the Note Insurer or the Holders of Notes entitled to at least 25% of the voting rights in the Notes (with the consent of the Note Insurer, so long as no Note Insurer Default exists); provided, however, that no Event of Servicer Termination shall occur until 60 days after the date of such notice if the Servicer is diligently proceeding to cure any such breach; or (vii) any reduction, withdrawal or qualification of the servicing rating of the Servicer by any Rating Agency that results in the inability of the Servicer to collect the Transferred Receivables act as a primary or special servicer for any mortgage-backed or asset-backed transaction rated or to otherwise perform hereunder has occurred; (e) a Termination Event shall have occurred be rated by Standard & Poor’s, Xxxxx’x or this Agreement shall have been terminated; (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral AgentXxxxx, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; or (h) the Seller's board of managers shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days written notice thereofInc; then, and in any each and every such eventcase, so long as an Event of Servicer Termination shall not have been remedied by the Servicer, either the Indenture Trustee, the Operating Agent shall, at Note Insurer (so long as no Note Insurer Default exists) or the request of, or may, Holders of Notes evidencing more than 50% of the outstanding Note Principal Balance of the Notes (with the consent ofof the Note Insurer, the Purchaser or the Collateral Agent, so long as no Note Insurer Default exists) by delivery of a Servicer Termination Notice notice then given in writing to the Seller Servicer (and to the Servicer, Indenture Trustee if given by the Note Insurer or Holders of Notes) may terminate all of the servicing responsibilities rights and obligations of the Servicer hereunder, without demand, protest or further as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency and the Class X Certificateholders. The Indenture Trustee shall not be deemed to have notice of any kindan Event of Servicer Termination unless a Responsible Officer of the Indenture Trustee has actual knowledge, all of which are hereby waived or has received written notice thereof. On or after the receipt by the Servicer. Upon the delivery Servicer of any such written notice (but in no event later than 90 days after such notice), all authority and power of the Servicer under this Agreement and Agreement, whether with respect to the Transfer Agreement Notes or the HELOCs or otherwise, shall pass to and be vested in the Successor Servicer acting Indenture Trustee pursuant to and under this Section 11.027.01; providedand, that notwithstanding anything to the contrary hereinwithout limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer and the Sponsor, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each HELOC and related documents, or otherwise. The Servicer agrees to continue cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to follow the procedures set forth Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Servicer to be deposited by it in Section 7.02 the Custodial Account, or that have been deposited by the Servicer in the Custodial Account or thereafter received by the Servicer with respect to Collections on the Transferred Receivables until a Successor HELOCs. All reasonable costs and expenses (including attorneys’ fees and expenses) incurred in connection with amending this Agreement to reflect such succession as Servicer has assumed pursuant to this Section 6.01 shall be paid by the responsibilities predecessor Servicer (or if the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and obligations expenses. If such costs and expenses are not paid by the predecessor or initial Servicer, as applicable, such costs shall, with the consent of the Note Insurer (so long as no Note Insurer Default exists), be paid out of the Trust Estate. Notwithstanding the foregoing, a delay in or failure of performance under Section 6.01(i) for a period of one Business Day or under Section 6.01(ii) for a period of thirty (30) days, shall not constitute an Event of Servicer Termination if, as certified by the Servicer to the Indenture Trustee, such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an event of force majeure, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes or floods. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with Section 11.02the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Depositor, the Note Insurer, the Noteholders and Certificateholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. ARTICLE X REMEDIES SECTION 10The Servicer shall immediately notify the Indenture Trustee and the Note Insurer in writing of any Events of Servicer Termination.

Events of Servicer Termination. If any Any of the following events (each, acts or occurrences shall constitute an "Event of Servicer Termination") shall occur (regardless of Termination by the reason therefor):Servicer under this Agreement: (a) any failure by the Servicer to distribute to the Lender any payment required to be distributed under the terms of this Agreement which continues unremedied for a period of two Business Days after the earlier of (i) the date on which the Servicer shall fail first have knowledge, or neglect to performin the exercise of reasonable care should have knowledge, keep of such failure or observe any provision (ii) the date upon which written notice of this Agreement or the other Related Documents (whether in its capacity as an Originator or the Servicer) and such failure, requiring the same shall remain unremedied for five Business Days or more after written notice thereof to be remedied, shall have been given to the Servicer by the Purchaser, the Operating Agent Issuer or the Collateral Agent to the Servicer; Lender; (b) any representation or warranty failure on the part of the Servicer herein duly to observe or perform in any material respect any of the other Related Document covenants or agreements on the part of the Servicer to be performed under this Agreement which failure continues unremedied for a period of 30 days after the earlier of (i) the date on which the Servicer shall first have knowledge of such failure or (ii) the date on which written notice of such failure requiring the same to be remedied, shall have been given to the Servicer by the Issuer or the Lender; (c) the entry of a decree or order for relief by a court having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or any written statementother present or future federal or state bankruptcy, reportinsolvency or similar law, financial statement or certificate made appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or delivered other similar official of the Servicer or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; (d) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the Purchaserappointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Operating Agent Servicer or of any substantial part of its property or the Collateral Agent hereto making by the Servicer of an assignment for the benefit of creditors or thereto is untrue the failure by the Servicer generally to pay its debts as such debts become due or incorrect the taking of corporate action by the Servicer in any material respect as of the date when made or deemed made; (c) a default or breach furtherance of any of the covenants set forth in Annex G foregoing; or (e) the commencement by any governmental authority of criminal proceedings against the Servicer, whether arising out of the performance of its duties under this Agreement or otherwise. If an Event of Servicer Termination shall have occurred; (d) occurred and be continuing, the Operating Agent Issuer or the Collateral Agent shall have determined that any event or condition that materially adversely affects Lender may, by notice given to the ability Servicer (with copies to the other party), terminate all of the rights and powers of the Servicer under this Agreement, including, without limitation, all rights of the Servicer to collect receive the Transferred Receivables or Servicing Fee (but not its right to otherwise perform hereunder has occurred; (e) a Termination Event shall have occurred or this Agreement shall have been terminated; (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; or (h) the Seller's board of managers shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer receive reimbursement for advances made hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days written notice thereof; then, and in any such event, the Operating Agent shall, at the request of, or may, with the consent of, the Purchaser or the Collateral Agent, by delivery of a not constituting Servicer Termination Notice to the Seller 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 ServicerExpenses). Upon the delivery giving of any such notice, all authority rights, powers and power duties of the Servicer under this Agreement and the Transfer Agreement shall pass to and be vested vest in the Successor Servicer acting a successor servicer appointed pursuant to Section 11.02; provided5.02, that notwithstanding anything and the Issuer, the Lender and such successor services are each hereby authorized and empowered to execute and deliver on behalf of the contrary hereinServicer, as attorney-in-fact or otherwise, all documents and other instruments and to do or accomplish all other acts or things, necessary or appropriate to effect such vesting, and the Servicer agrees to continue cooperate with the Issuer, the Lender and such successor servicer in effecting the termination of the Servicer's rights and responsibilities hereunder and shall promptly provide to follow the procedures set forth in Section 7.02 successor servicer all documents and records (electronic and otherwise) reasonably requested to enable it to assume the servicing functions hereunder, including the transfer to such successor servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations any of the Collateral. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Collateral to the successor servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of documentation of such costs and expenses. Without limiting the foregoing, upon one Business Day's prior written notice (which notice need not be given if an Event of Servicer Termination shall have occurred hereunder or any such event shall, in accordance with the reasonable judgment of the Lender, be imminent), the Servicer shall permit access to the Servicer's offices by the Issuer and the Lender or any Person appointed pursuant to Section 11.02. ARTICLE X REMEDIES SECTION 105.02 hereof for the purpose of effecting any transfer of servicing contemplated by this Section 5.01.

Events of Servicer Termination. If any (a) Upon the occurrence and continuation of the following events (each, an "Event of Servicer Termination, the Trustee, at the direction of the Series Controlling Party, shall, by notice (the "Servicer Termination Notice") shall occur (regardless of the reason therefor): (a) the Servicer shall fail or neglect to perform, keep or observe any provision of this Agreement or the other Related Documents (whether then given in its capacity as an Originator or the Servicer) and the same shall remain unremedied for five Business Days or more after written notice thereof shall have been given by the Purchaser, the Operating Agent or the Collateral Agent writing to the Servicer, terminate all, but not less than all, of the rights of the Servicer under this Series 2002-A Supplement; provided, further, that notwithstanding Section 9.01 of the Master Agreement, in no event shall the Servicer be terminated with respect to this Series 2002-A Supplement without the prior consent of the Series Controlling Party. (b) any representation or warranty of On and after the time the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the Purchaser, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; (c) a default or breach of any of the covenants set forth in Annex G shall have occurred; (d) the Operating Agent or the Collateral Agent shall have determined that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (e) a Termination Event shall have occurred or this Agreement shall have been terminated; (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; or (h) the Seller's board of managers shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days written notice thereof; then, and in any such event, the Operating Agent shall, at the request of, or may, with the consent of, the Purchaser or the Collateral Agent, by delivery of receives a Servicer Termination Notice pursuant to the Seller 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 the delivery of any such noticethis Section 5.02, all authority and power of the Servicer under this Agreement and Series 2002-A Supplement, whether with respect to the Transfer Agreement Series 2002-A Notes or the Series 2002-A Trust Estate or otherwise, shall pass to and be vested in the Successor successor Servicer acting appointed pursuant to Section 11.02; provided5.05(a) of this Series 2002-A Supplement and, that notwithstanding anything without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicer Termination Notice, whether to complete the transfer of Series 2002-A Trust Estate and related documents or otherwise. (c) The Servicer agrees to cooperate with the Trustee and the successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the contrary hereinsuccessor Servicer for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Series 2002-A Accounts or thereafter received with respect to the Series 2002-A Trust Estate. To assist the successor Servicer in enforcing all rights with respect to any Related Security or under Broker Agreements and Insurance Policies to the extent that they relate to the Contracts, the Servicer, at its own expense, shall transfer its electronic records relating to such Contracts to the successor Servicer in such electronic form as the successor Servicer may reasonably request and shall transfer the related Contract Files and all other records, correspondence and documents relating to the Contracts that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. In addition to any other amounts that are then payable to the Servicer under this Series 2002-A Supplement, the Servicer agrees shall be entitled to continue receive reimbursement for any unreimbursed Servicer Advances made during the period prior to follow the procedures set forth in delivery of a Servicer Termination Notice pursuant to this Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02. ARTICLE X REMEDIES SECTION 105.02.

Events of Servicer Termination. If any of the ------------------------------ following events (each, an "Event of Servicer Termination") shall occur (regardless of the reason therefor):and be ----------------------------- continuing: (a) the Servicer shall fail or neglect fall to perform, keep perform or observe any provision of term, covenant or agreement contained in this Agreement or the other Related Documents (whether in its capacity as an Originator or the Servicer) and the same such failure shall remain unremedied for five three (3) Business Days or more after written notice thereof shall have been given by the PurchaserLiquidity Agent, the Operating Collateral Agent or the Collateral Deal Agent to the Servicer; or (bi) a default has occurred and is continuing under any representation instrument or warranty agreement to which First Union or any of its Affiliates is a party, evidencing, securing or providing for the Issuance of Debt of the Servicer herein Servicer, or in (ii) a default has occurred and is continuing entitling a party to accelerate any other Related Document payment of Debt under any instrument or in any written statementagreement evidencing, report, financial statement securing or certificate made or delivered by providing for the Servicer to the Purchaser, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as issuance of Debt of the date when made or deemed madeServicer; or (c) the Servicer shall generally not pay any of its Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a default general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Servicer 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, 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 and any such proceeding remains undismissed for 60 days, or the Servicer shall take any corporate action to authorize any of the actions set forth in this subsection; or (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 $500,000 in the aggregate against the Servicer or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; or (e) there is a material breach of any of the covenants representations and warranties of the Servicer set forth in Annex G shall have occurredSection 4.03; or (df) the Operating Deal Agent or the Collateral Agent shall have determined that any event or condition that which materially adversely affects the ability of the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred, and such material adverse effect has not been eliminated within thirty (30) days of the Collateral Agent's written notice to Servicer of such event; or (eg) a Termination Event shall have occurred or this Agreement agreement shall have been terminated; or (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (gh) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Receivables Transfer Agreement without the prior written consent of the Operating Deal Agent and the Collateral Agent; or or (hi) the Seller's board of managers shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days written notice thereofa Change In Control has occurred; then, and in any such event, the Operating Deal Agent shallshall (on behalf of the Borrower), at the request ofrequest, or may, may with the consent ofconsent, of the Purchaser Required Investors or the Collateral Agent, by delivery of a Servicer Termination Notice to the Seller 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 the delivery of any such noticedeclaration, all authority and power of the Servicer under this Agreement and the Receivables Transfer Agreement shall pass to and be vested in the Successor Servicer acting appointed pursuant to Section 11.02; provided, that notwithstanding anything to -------- the contrary herein, the Servicer Borrower agrees to that it will continue to follow the procedures set forth in Section 7.02 7.02(b)(ii) with respect to Collections on the Transferred Receivables until from Allotment Obligors. All related costs of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer has assumed the responsibilities Servicer, including but not limited to all internal and obligations external costs and reimbursable expenses of the Servicer in accordance with Section 11.02. ARTICLE X REMEDIES SECTION 10Servicer, shall be borne by the Servicer.

Events of Servicer Termination. If any of the following ------------------------------ events (each, an "Event of Servicer TerminationEVENT OF SERVICER TERMINATION") shall occur (regardless of the reason therefor):and be continuing: (a) the Servicer shall fail or neglect to perform, keep perform or observe any provision of term, covenant or agreement contained in this Agreement or the other Related Documents (whether in its capacity as an Originator or the Servicer) and the same such failure shall remain unremedied for five Business Days or more after written notice thereof shall have been given by the Purchaser, the Operating Collateral Agent or the Collateral Operating Agent to the Servicer; or (bi) a default has occurred and is continuing under any representation instrument or warranty agreement to which GE Capital or any of its Affiliates is a party, evidencing, securing or providing for the issuance of Debt of the Servicer, or (ii) a default has occurred and is continuing entitling a party to accelerate any payment of Debt under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the Purchaser, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed madean amount exceeding $250,000; or (c) the Servicer shall generally not pay any of its Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally, or shall make a default general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Servicer 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, 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 Servicer shall take any corporate action to authorize any of the actions set forth in this subsection; or (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 $250,000 in the aggregate against the Servicer or any of its Affiliates shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; or (e) there is a breach of any of the covenants representations and warranties of the Servicer set forth in Annex G shall have Section 4.02; or (f) a breach of the covenants in Exhibit H has occurred; or (dg) the Operating Agent or the Collateral Agent shall have determined that any event or condition that which materially adversely affects the ability of the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; or (eh) a Termination Event shall have occurred or this Agreement shall have been terminated; or (fi) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that which either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction eliminated within thirty (30) days of the Operating Agent and the Collateral Agent within 30 days after Purchaser's written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the ServicerServicer of such deterioration; or (gj) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; or or (hk) the Seller's board of managers shall have directors has determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the PurchaserOperating Agent, the Operating Agent Purchaser and the Collateral Agent at least 30 days written notice thereof; , then, and in any such event, the Operating Agent shallshall (on behalf of the Seller), at the request ofrequest, or may, may with the consent ofconsent, of the Purchaser or the Collateral Agent, by delivery of a Servicer Termination Notice to the Seller 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 the delivery of any such noticedeclaration, all authority and power of the Servicer under this Agreement and the Transfer Agreement shall pass to and be vested in the Successor Servicer acting appointed pursuant to Section 11.02; provided, that notwithstanding anything to the contrary herein, the Servicer Seller -------- agrees to that it will continue to follow the procedures set forth in Section 7.02 7.02(a) with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02. ARTICLE X REMEDIES SECTION 10Receivables.

Events of Servicer Termination. If any of the following events (each, an "Event of Servicer Termination") shall occur (regardless of the reason therefor):): GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement (a) the Servicer shall fail or neglect to perform, keep or observe any provision of this Agreement or the other Related Documents (whether in its capacity as an the Originator or the Servicer) and the same shall remain unremedied for five three (3) Business Days or more after written notice thereof shall have been given by the PurchaserPurchasers, the Operating Agent Purchaser Agents or the Collateral Administrative Agent to the Servicer; ; (b) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the PurchaserPurchasers, the Operating Agent Purchaser Agents or the Collateral Administrative Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; (c) provided that a default or breach of any representation, warranty or covenant related to the Receivables shall not be deemed a breach to the extent such Receivable has been adjusted in accordance with Section 3.2 of the covenants set forth in Annex G shall have occurred; Sale and Contribution Agreement; (d) the Operating Agent or the Collateral Agent shall have determined that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (ec) a Termination Event shall have occurred and is continuing or this Agreement shall have been terminated; ; (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; or (hd) the Seller's board of managers directors shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the PurchaserPurchasers, the Operating Agent Purchaser Agents and the Collateral Administrative Agent at least 30 days days' written notice thereof; (i) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Sale and Contribution Agreement without the prior written consent of the Administrative Agent and the Purchaser Agents or (ii) the Administrative Agent shall have determined (A) that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables, taken as a whole, or to otherwise perform hereunder has occurred or (B) in its reasonable judgment that a material deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that is material; or (f) there shall have occurred any event which materially and adversely impairs in the reasonable judgment of the Administrative Agent the ability of the Servicer to distinguish between BH2 Designated Receivables and ARFC Designated Receivables or to segregate collections relating to ARFC Designated Receivables from Collections relating to BH2 Designated Receivables; then, and in any such event, the Operating Agent shall, at the request of, or any Purchaser may, with the consent of, the Purchaser or the Collateral Agent, by delivery of a Servicer Termination Notice to the Seller 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 the delivery of any such notice, all authority and power of the Servicer under this Agreement and the Transfer Sale and Contribution Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided, that notwithstanding anything to the contrary herein, the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02. ARTICLE X REMEDIES SECTION 10.GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement

Events of Servicer Termination. If (a) Upon the occurrence and continuation of any of the following events (each, an "Event of Servicer Termination") shall occur (regardless , the Trustee, at the direction of the reason therefor): Series Controlling Party, shall, by notice (athe “Servicer Termination Notice”) the Servicer shall fail or neglect to perform, keep or observe any provision of this Agreement or the other Related Documents (whether then given in its capacity as an Originator or the Servicer) and the same shall remain unremedied for five Business Days or more after written notice thereof shall have been given by the Purchaser, the Operating Agent or the Collateral Agent writing to the Servicer, terminate all, but not less than all, of the rights of the Servicer under this Series 2002-A Supplement; provided, further, that notwithstanding Section 9.01 of the Master Agreement, in no event shall the Servicer be terminated with respect to this Series 2002-A Supplement without the prior consent of the Series Controlling Party. (b) any representation or warranty of On and after the time the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the Purchaser, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; (c) a default or breach of any of the covenants set forth in Annex G shall have occurred; (d) the Operating Agent or the Collateral Agent shall have determined that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (e) a Termination Event shall have occurred or this Agreement shall have been terminated; (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; or (h) the Seller's board of managers shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days written notice thereof; then, and in any such event, the Operating Agent shall, at the request of, or may, with the consent of, the Purchaser or the Collateral Agent, by delivery of receives a Servicer Termination Notice pursuant to the Seller 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 the delivery of any such noticethis Section 5.02, all authority and power of the Servicer under this Agreement and Series 2002-A Supplement, whether with respect to the Transfer Agreement Series 2002-A Notes or the Series 2002-A Trust Estate or otherwise, shall pass to and be vested in the Successor successor Servicer acting appointed pursuant to Section 11.02; provided5.05(a) of this Series 2002-A Supplement and, that notwithstanding anything without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicer Termination Notice, whether to complete the transfer of Series 2002-A Trust Estate and related documents or otherwise. (c) The Servicer agrees to cooperate with the Trustee and the successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the contrary hereinsuccessor Servicer for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Series 2002-A Accounts or thereafter received with respect to the Series 2002-A Trust Estate. To assist the successor Servicer in enforcing all rights with respect to any Related Security or under Broker Agreements and Insurance Policies to the extent that they relate to the Contracts, the Servicer, at its own expense, shall transfer its electronic records relating to such Contracts to the successor Servicer in such electronic form as the successor Servicer may reasonably request and shall transfer the related Contract Files and all other records, correspondence and documents relating to the Contracts that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. In addition to any other amounts that are then payable to the Servicer under this Series 2002-A Supplement, the Servicer agrees shall be entitled to continue receive reimbursement for any unreimbursed Servicer Advances made during the period prior to follow the procedures set forth in delivery of a Servicer Termination Notice pursuant to this Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02. ARTICLE X REMEDIES SECTION 105.02.

Events of Servicer Termination. If (a) The Indenture Trustee, with the consent of the Note Insurer (or the Noteholders, if a Note Insurer Default shall have occurred and be continuing) may remove the Master Servicer upon the occurrence of any of the following events (each, an "Event of Servicer Servicing Termination") shall occur (regardless of the reason therefor): (ai) the The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or neglect required payment, which failure continues unremedied for five (5) Business Days following written notice to performan Authorized Officer of the Master Servicer from the Indenture Trustee, keep the Note Insurer or observe from Noteholders evidencing Percentage Interests aggregating not less than 25%. (ii) The Master Servicer shall (A) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or similar entity with respect to itself or its property, (B) admit in writing its inability to pay its debts generally as they become due, (C) make a general assignment for the benefit of creditors, (D) be adjudicated a bankrupt or insolvent, (E) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any provision insolvency law or file an answer admitting the material allegations of this Agreement a petition filed against it in any bankruptcy, reorganization or insolvency proceeding or (F) take corporate action for the purpose of effecting any of the foregoing; or (iii) If, without the application, approval or consent of the Master Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Master Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or similar entity with respect to the Master Servicer or of all or any substantial part of its assets, or other Related Documents (whether like relief in its capacity as an Originator respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer) and Master Servicer in good faith, the same shall remain unremedied (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five Business Days (75) consecutive days. (iv) The Master Servicer shall fail to perform any one or more after written notice thereof shall have been given by the Purchaser, the Operating Agent or the Collateral Agent to the Servicer; (b) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the Purchaser, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; (c) a default or breach of any of the covenants set forth in Annex G shall have occurred; (d) the Operating Agent or the Collateral Agent shall have determined that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (e) a Termination Event shall have occurred or this Agreement shall have been terminated; (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder other than the obligations contemplated by subsection 5.01(i) above, and shall continue in default thereof for a period of sixty (60) days after notice by the Indenture Trustee or under the Transfer Agreement without Note Insurer of said failure; provided, however, that if the prior written consent Master Servicer can demonstrate to the reasonable satisfaction of the Operating Agent and the Collateral Agent; or (h) the Seller's board of managers shall have determined Controlling Party that it is in diligently pursuing remedial action, then the best interests cure period may be extended with the written approval of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days written notice thereofControlling Party; then, and in any such event, the Operating Agent shall, at the request of, or may, with the consent of, the Purchaser or the Collateral Agent, by delivery of a Servicer Termination Notice to the Seller 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 the delivery of any such notice, all authority and power of the Servicer under this Agreement and the Transfer Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided, that notwithstanding anything to the contrary herein, the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02. ARTICLE X REMEDIES SECTION 10.or