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 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 any Purchaser Agent 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 any Purchaser, the Operating any Purchaser Agent 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) a default or breach of any of the covenants set forth in Annex G 5 shall have occurred; ; (d) the Operating Agent or the Collateral Administrative 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 Administrative 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 eliminated within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Administrative Agent to the Servicer; ; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the a Transfer Agreement without the prior written consent of the Operating each Purchaser Agent and the Collateral Administrative Agent; or ; (h) a Change of Control shall have occurred; or (i) the Seller's ’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; then, and in any such event, the Operating Administrative Agent shallshallmay, or, at the request of, or may, with the consent of, the Purchaser or the Collateral AgenttheRequisite Purchasers, shall, 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 Agreements 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 (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 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 the CGS 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 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; ; (ed) a Termination Event shall have occurred or this Agreement shall have been terminated; ; (fe) 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 eliminated within 30 days after written notice thereof shall have been given by 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 the CGS Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; (g) a Change of Control shall have occurred; or or (h) 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 Purchaser, the Operating Agent and the Collateral Agent at least 30 days 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 CGS 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 ------------ -44- 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 (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):): 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 any of the following events (each, an "Event of Servicer TerminationEVENT 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 any of the Purchaser, the Operating Agent Lenders or the Collateral Agent Agents 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 any of the Purchaser, the Operating Agent Lenders or the Collateral Agent Agents 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 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 Operating Agent or the Collateral any 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 Operating Agent or the Collateral such 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 Operating Agent and the Collateral AgentAgents; (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 Purchaser, the Operating Agent Lenders and the Collateral Agent at least 30 days Agents written notice thereof; then, and in any such event, the Operating Administrative 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 Loan Agreement and the Transfer Agreement Servicing Agreements shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02SECTION 10.02; providedPROVIDED, that notwithstanding anything to the contrary herein, the Servicer agrees to continue to follow the procedures set forth in Section 7.02 SECTION 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 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 any Purchaser 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 Purchaser, the Operating Agent any Purchaser 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) a default or breach of any of the covenants set forth in Annex G 5 shall have occurred; ; (d) the Operating Agent or the Collateral Administrative 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 Administrative 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 eliminated within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Administrative Agent to the Servicer; ; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the a Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Administrative Agent; or ; (h) a Change of Control shall have occurred; or (i) the Seller's ’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 Purchaser, the Operating Agent Purchasers and the Collateral Administrative Agent at least 30 days days’ written notice thereof; then, and in any such event, the Operating Administrative Agent shall, at the request of, or may, with the consent of, the Purchaser or the Collateral AgentPurchasers, 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 Agreements 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.