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 and be ----------------------------- continuing: (a) the Servicer shall fall to perform or observe any term, covenant or agreement contained in this Agreement and such failure shall remain unremedied for three (3) Business Days after written notice thereof shall have been given by the Liquidity Agent, the Collateral Agent or the Deal Agent to the Servicer; or (i) a default has occurred and is continuing under any instrument or 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, 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; 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 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 representations and warranties of the Servicer set forth in Section 4.03; or (f) the Deal Agent or the Collateral Agent shall have determined that any event which materially adversely affects the ability of the Servicer to collect 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 (g) a Termination Event shall have occurred or this agreement shall have been terminated; or (h) 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 Deal Agent and the Collateral Agent; or (i) a Change In Control has occurred; then, and in any such event, the Deal Agent shall (on behalf of the Borrower), at the request, or may with the consent, of the Required Investors or the Collateral Agent, by delivery of a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon any such declaration, all authority and power of the Servicer under this Agreement and the Receivables Transfer Agreement shall pass to and be vested in the Successor Servicer appointed pursuant to Section 11.02; provided, that notwithstanding anything to -------- the contrary herein, the Borrower agrees that it will continue to follow the procedures set forth in Section 7.02(b)(ii) with respect to Collections on Transferred Receivables from Allotment Obligors. All related costs of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicer.

Events of Servicer Termination. If any of the ------------------------------ following events (each, an "“Event of Servicer Termination"”) shall occur and be ----------------------------- continuing:(regardless of the reason therefor): (a) the Servicer shall fall (i) fail to perform make any payment or observe any term, covenant or agreement contained in this Agreement deposit hereunder when due and such failure payable and the same shall remain unremedied for three one (31) Business Day or more; (ii) fail to deliver when due any of the reports required to be delivered pursuant to Section 7.05 or any other report related to the Transferred Receivables as required by the other Related Documents and the same shall remain unremedied for two (2) Business Days or more; or (iii) fail or neglect to perform, keep or observe any other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 8.01) and the same shall remain unremedied for five (5) days or more following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof; or (i) the Servicer shall fail to make any payment with respect to any of its Debts which is in an aggregate principal amount exceeding $175,000,000 when due, and the same shall remain unremedied for any applicable grace period with respect thereto; or (ii) a default or breach shall occur and be continuing under any agreement, document or instrument to which the Servicer is a party or by which the Servicer or its property is bound (other than a Related Document), and such default or breach shall remain unremedied after any applicable grace period with respect thereto and which involves a Debt which is in an aggregate principal amount exceeding $175,000,000; or (c) a case or proceeding shall have been commenced against the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding‑up or liquidation of the affairs of any such Person, and such case or proceeding continues for 60 days unless dismissed or discharged; provided that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (c), or (y) any of the events described in Section 8.01(d) shall have occurred; or 745039911 21696099 42 (d) the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or similar law or to the filing of any petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; or (e) the Servicer or any Affiliate which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its debts as such debts become due; or (f) a final judgment or judgments for the payment of money in excess of $175,000,000 in the aggregate (net of (i) amounts covered by valid third-party indemnification obligations from a third party that is solvent and has been notified of the claim under such indemnification obligation and has not disputed that it is liable for such claim and (ii) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and one or more reputable insurers (as determined by Parent) covering payment thereof) at any time outstanding shall be rendered against the Servicer or any other Subsidiary of the Parent which acts as a Sub-Servicer and either (i) enforcement proceedings shall have been commenced upon any such judgment or (ii) the same shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; provided, however, that any such judgment or order shall not be an Event of Servicer Termination under this Section 8.01(f) if and for so long as such judgment shall have been paid; or (g) (i) any information contained in any Borrowing Base Certificate, Monthly Report, Weekly Report or Daily Report is untrue or incorrect in any respect or (ii) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than a Borrowing Base Certificate) made or delivered by the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made and such representation and warranty, if relating to any Transferred Receivable, has not been cured by the repurchase of any such Transferred Receivable pursuant to Section 4.04; or (h) Buyer 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; or (i) a Termination Event shall have occurred or this Agreement shall have been terminated; or (j) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that Buyer or the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not 745039911 21696099 43 been eliminated within 30 days after written notice thereof shall have been given by the Liquidity Agent, the Collateral Agent or the Deal Administrative Agent to the Servicer; or (i) a default has occurred and is continuing under any instrument or 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, 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; 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 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 representations and warranties of the Servicer set forth in Section 4.03; or (f) the Deal Agent or the Collateral Agent shall have determined that any event which materially adversely affects the ability of the Servicer to collect 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 (g) a Termination Event shall have occurred or this agreement shall have been terminated; or (hk) 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 Deal Agent and the Collateral AgentBuyer; or (il) a Change In of Control has shall have occurred; or (m) a default or breach of any of the tests set forth in Annex Z shall have occurred; then, and in any such event, the Deal Agent shall (on behalf of the Borrower), at the request, or may with the consent, of the Required Investors or the Collateral AgentBuyer may, by delivery of a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon the delivery of any such declarationnotice, 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 appointed acting pursuant to Section 11.029.02; provided, provided that notwithstanding anything to -------- the contrary herein, the Borrower Servicer agrees that it will to continue to follow the procedures set forth in Section 7.02(b)(ii) 7.02 with respect to Collections on the Transferred Receivables from Allotment Obligors. All related costs until a Successor Servicer has assumed the responsibilities and obligations of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicerin accordance with Section 9.02.

Events of Servicer Termination. If any of the ------------------------------ following events (each, an "“Event of Servicer Termination"”) shall occur and be ----------------------------- continuing:(regardless of the reason therefor): (a) the Servicer shall fall (i) fail to perform make any payment or observe any term, covenant or agreement contained in this Agreement deposit hereunder when due and such failure payable and the same shall remain unremedied for three one (31) Business Day or more; (ii) fail to deliver when due any of the reports required to be delivered pursuant to Section 7.05 or any other report related to the Transferred Receivables as required by the other Related Documents and the same shall remain unremedied for two (2) Business Days or more; or (iii) fail or neglect to perform, keep or observe any other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 8.01) and the same shall remain unremedied for five (5) days or more following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof; or (i) the Servicer shall fail to make any payment with respect to any of its Debts which is in an aggregate principal amount exceeding $250,000,000 when due, and the same shall remain unremedied for any applicable grace period with respect thereto; or (ii) a default or breach shall occur and be continuing under any agreement, document or instrument to which the Servicer is a party or by which the Servicer or its property is bound (other than a Related Document), and such default or breach shall remain unremedied after any applicable grace period with respect thereto and which involves a Debt which is in an aggregate principal amount exceeding $250,000,000; or (c) a case or proceeding shall have been commenced against the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person, and such case or proceeding continues for 60 days unless dismissed or discharged; provided that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (c), or (y) any of the events described in Section 8.01(d) shall have occurred; or (d) the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or similar law or to the filing of any petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; or (e) the Servicer or any Affiliate which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its debts as such debts become due; or (f) a final judgment or judgments for the payment of money in excess of $250,000,000 in the aggregate (net of (i) amounts covered by valid third-party indemnification obligations from a third party that is solvent and has been notified of the claim under such indemnification obligation and has not disputed that it is liable for such claim and (ii) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and one or more reputable insurers (as determined by Parent) covering payment thereof) at any time outstanding shall be rendered against the Servicer or any other Subsidiary of the Parent which acts as a Sub-Servicer and either (i) enforcement proceedings shall have been commenced upon any such judgment or (ii) the same shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; provided, however, that any such judgment or order shall not be an Event of Servicer Termination under this Section 8.01(f) if and for so long as such judgment shall have been paid; or (g) (i) any information contained in any Borrowing Base Certificate, Monthly Report, Weekly Report or Daily Report is untrue or incorrect in any respect or (ii) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than a Borrowing Base Certificate) made or delivered by the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made and such representation and warranty, if relating to any Transferred Receivable, has not been cured by the repurchase of any such Transferred Receivable pursuant to Section 4.04; or (h) Buyer 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; or (i) a Termination Event shall have occurred or this Agreement shall have been terminated; or (j) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that Buyer or the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Liquidity Agent, the Collateral Agent or the Deal Administrative Agent to the Servicer; or (i) a default has occurred and is continuing under any instrument or 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, 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; 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 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 representations and warranties of the Servicer set forth in Section 4.03; or (f) the Deal Agent or the Collateral Agent shall have determined that any event which materially adversely affects the ability of the Servicer to collect 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 (g) a Termination Event shall have occurred or this agreement shall have been terminated; or (hk) 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 Deal Agent and the Collateral Agent▇▇▇▇▇; or (il) a Change In of Control has shall have occurred; or (m) a default or breach of any of the tests set forth in Annex Z shall have occurred; then, and in any such event, the Deal Agent shall (on behalf of the Borrower), at the request, or may with the consent, of the Required Investors or the Collateral AgentBuyer may, by delivery of a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon the delivery of any such declarationnotice, 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 appointed acting pursuant to Section 11.029.02; provided, provided that notwithstanding anything to -------- the contrary herein, the Borrower Servicer agrees that it will to continue to follow the procedures set forth in Section 7.02(b)(ii) 7.02 with respect to Collections on the Transferred Receivables from Allotment Obligors. All related costs until a Successor Servicer has assumed the responsibilities and obligations of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicerin accordance with Section 9.02.

Events of Servicer Termination. If any of the ------------------------------ following events (each, an "“Event of Servicer Termination"”) shall occur and be ----------------------------- continuing:(regardless of the reason therefor): (a) the Servicer shall fall (i) (x) fail to perform make any payment or observe deposit in respect of any termAdvance when due and payable and the same shall remain unremedied for one (1) Business Day or more, covenant (y) fail to make any payment or agreement contained deposit in this Agreement respect of a Funding Excess within one (1) Business Day in accordance with Section 2.11 hereof; or (z) fail to make any payment or deposit in respect of any other monetary Borrower Obligation when due and such failure payable and the same shall remain unremedied for three (3) Business Days after written notice thereof shall have been given or more; (ii) fail to deliver when due any of the reports required to be delivered pursuant to Section 5.02 and 7.08 or any other report related to the Receivables as required by the Liquidity Agentother Related Documents and the same shall remain unremedied for five (5) Business Days or more; or (iii) fail or neglect to perform, the Collateral Agent keep or observe any other provision of this Agreement or the Deal Agent other Related Documents (other than any provision embodied in or covered by any other clause of this Section 9.02) and the same shall remain unremedied for thirty (30) days or more following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof; or (b) a case or proceeding shall have been commenced against the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) a default has occurred and is continuing under any instrument or agreement to which First Union the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of its Affiliates is a party, evidencing, securing or providing for the Issuance of Debt of the Servicersuch Person’s assets, or (iiiii) ordering the winding-up or liquidation of the affairs of any such Person, and such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a default has occurred and decree or order is continuing entitling entered by a party court of competent jurisdiction with respect to accelerate a case or proceeding described in this subsection (b), or (y) any payment of Debt under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Servicerevents described in Section 9.02(c) shall have occurred; or (c) the Servicer or any Affiliate which acts as a Sub-Servicer shall generally not pay (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of its Debts as any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Debts become duePerson or for any substantial part of such Person’s assets, or shall admit in writing its inability to pay its Debts generally, or shall (iii) make a general an 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 propertyiv) shall occur and any such proceeding remains undismissed for 60 days, or the Servicer shall take any corporate action to authorize in furtherance of any of the actions set forth in this subsectionforegoing; 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 Affiliate which acts as a Sub-Servicer generally does not pay its Affiliates shall remain unpaiddebts as such debts become due or admits in writing its inability to, unstayed on appealor is generally unable to, undischarged, unbonded or undismissed for a period of 30 days or morepay its debts as such debts become due; or (ei) there any information contained in any Borrowing Base Certificate is a material breach of untrue or incorrect in any of the representations and warranties respect or (ii) any representation or warranty of the Servicer set forth herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than a Borrowing Base Certificate) made or delivered by the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made and such representation and warranty, if relating to any Transferred Receivable, has not been cured by the repurchase of any such Transferred Receivable pursuant to Section 4.034.04 of the Sale Agreement; or (f) the Deal Agent or the Collateral Agent shall have determined that any event which or condition that 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 (g) a Termination Event shall have occurred or this agreement Agreement shall have been terminated; or (h) 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 Deal Agent and the Collateral Administrative Agent; or (i) a Change In of Control has occurredshall occur with respect to the Servicer; then, and in any such event, the Deal Administrative Agent shall (on behalf may, with the consent of the Borrower)Requisite Lenders, and shall, at the request, or may with the consent, request of the Required Investors or the Collateral AgentRequisite Lenders, by delivery of a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon the delivery of any such declarationnotice, all authority and power of the Servicer under this Agreement and the Receivables Transfer Sale Agreement shall pass to and be vested in the Successor Servicer appointed acting pursuant to Section 11.02; provided, that notwithstanding anything to -------- the contrary herein, the Borrower Servicer agrees that it will to continue to follow the procedures set forth in Section 7.02(b)(ii) 7.02 with respect to Collections on the Transferred Receivables from Allotment Obligors. All related costs until a Successor Servicer has assumed the responsibilities and obligations of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicerin accordance with Section 11.02.

Events of Servicer Termination. If any of the ------------------------------ following events (each, an "“Event of Servicer Termination"”) shall occur and be ----------------------------- continuing:(regardless of the reason therefor): (a) the Servicer shall fall (i) fail to perform make any payment or observe any term, covenant or agreement contained in this Agreement deposit hereunder when due and such failure payable and the same shall remain unremedied for three one (31) Business Day or more; (ii) fail to deliver when due any of the reports required to be delivered pursuant to Section 7.05 or any other report related to the Transferred Receivables as required by the other Related Documents and the same shall remain unremedied for two (2) Business Days or more; or (iii) fail or neglect to perform, keep or observe any other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 8.01) and the same shall remain unremedied for five (5) days or more following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof; or (i) the Servicer shall fail to make any payment with respect to any of its Debts which is in an aggregate principal amount exceeding the Dollar Equivalent of $75,000,000 when due, and the same shall remain unremedied for any applicable grace period with respect thereto; or (ii) a default or breach shall occur and be continuing under any agreement, document or instrument to which the Servicer is a party or by which the Servicer or its property is bound (other than a Related Document), and such default or breach shall remain unremedied after any applicable grace period with respect thereto and which involves a Debt which is in an aggregate principal amount exceeding the Dollar Equivalent of $75,000,000; or (c) a case or proceeding shall have been commenced against the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding‑up or liquidation of the affairs of any such Person, and such case or proceeding continues for 60 days unless dismissed or discharged; provided that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (c), or (y) any of the events described in Section 8.01(d) shall have occurred; or (d) the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or similar law or to the filing of any petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; or (e) the Servicer or any Affiliate which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its debts as such debts become due; or (f) a final judgment or judgments for the payment of money in excess of the Dollar Equivalent of $75,000,000 in the aggregate (net of insurance proceeds) at any time outstanding shall be rendered against the Servicer or any other Subsidiary of the Parent which acts as a Sub-Servicer and either (i) enforcement proceedings shall have been commenced upon any such judgment or (ii) the same shall not, within 30 days after the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; or (g) (i) any information contained in any Borrowing Base Certificate, Monthly Report, Weekly Report or Daily Report is untrue or incorrect in any respect or (ii) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than a Borrowing Base Certificate) made or delivered by the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made and such representation and warranty, if relating to any Transferred Receivable, has not been cured by the repurchase of any such Transferred Receivable pursuant to Section 4.04; or (h) Buyer 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; or (i) a Termination Event shall have occurred or this Agreement shall have been terminated; or (j) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that Buyer or the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Liquidity Agent, the Collateral Agent or the Deal Administrative Agent to the Servicer; or (i) a default has occurred and is continuing under any instrument or 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, 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; 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 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 representations and warranties of the Servicer set forth in Section 4.03; or (f) the Deal Agent or the Collateral Agent shall have determined that any event which materially adversely affects the ability of the Servicer to collect 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 (g) a Termination Event shall have occurred or this agreement shall have been terminated; or (hk) 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 Deal Agent and the Collateral AgentBuyer; or (il) a Change In of Control has shall have occurred; or (m) a default or breach of any of the tests set forth in Annex Z shall have occurred; then, and in any such event, the Deal Agent shall (on behalf of the Borrower), at the request, or may with the consent, of the Required Investors or the Collateral AgentBuyer may, by delivery of a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon the delivery of any such declarationnotice, 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 appointed acting pursuant to Section 11.029.02; provided, provided that notwithstanding anything to -------- the contrary herein, the Borrower Servicer agrees that it will to continue to follow the procedures set forth in Section 7.02(b)(ii) 7.02 with respect to Collections on the Transferred Receivables from Allotment Obligors. All related costs until a Successor Servicer has assumed the responsibilities and obligations of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the Servicerin accordance with Section 9.02.

Events of Servicer Termination. If any of the following ------------------------------ following events (each, an "Event of Servicer TerminationEVENT OF SERVICER TERMINATION") shall occur and be ----------------------------- continuing: (a) the Servicer shall fall fail to perform or observe any term, covenant or agreement contained in this Agreement and such failure shall remain unremedied for three (3) five Business Days after written notice thereof shall have been given by the Liquidity AgentPurchaser, the Collateral Agent or the Deal Operating Agent to the Servicer; or (i) a default has occurred and is continuing under any instrument or agreement to which First Union GE Capital or any of its Affiliates is a party, evidencing, securing or providing for the Issuance 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 ServicerServicer in an 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 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 daysoccur, 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 $500,000 250,000 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 material breach of any of the representations and warranties of the Servicer set forth in Section 4.034.02; or (f) a breach of the Deal covenants in Exhibit H has occurred; or (g) the Operating Agent or the Collateral Agent shall have determined that any event or condition which materially adversely affects the ability of the Servicer to collect Receivables or to otherwise perform hereunder has occurred; or (h) a Termination Event shall have occurred or this Agreement shall have been terminated; or (i) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer which either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material adverse effect deterioration has not been eliminated within thirty (30) days of the Collateral AgentPurchaser's written notice to Servicer of such eventdeterioration; or (g) a Termination Event shall have occurred or this agreement shall have been terminated; or (hj) 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 Deal Operating Agent and the Collateral Agent; or (ik) a Change In Control the Seller's board of directors has occurred; determined that it is in the best interests of the Seller to terminate the Servicer and shall have given the Servicer, the Operating Agent, the Purchaser and the Collateral Agent at least 30 days written notice thereof, then, and in any such event, the Deal Operating Agent shall (on behalf of the BorrowerSeller), at the request, or may with the consent, of the Required Investors Purchaser or the Collateral Agent, by delivery of a Servicer Termination Notice to the Borrower 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 any such declaration, 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 appointed pursuant to Section 11.02; provided, that notwithstanding anything to -------- the contrary herein, the Borrower Seller -------- agrees that it will continue to follow the procedures set forth in Section 7.02(b)(ii7.02(a) with respect to Collections on Transferred Receivables from Allotment Obligors. All related costs of replacing the Servicer and transferring the servicing of the Receivables to a Successor Servicer, including but not limited to all internal and external costs and reimbursable expenses of the Servicer, shall be borne by the ServicerReceivables.