Common use of Facility Termination Events Clause in Contracts

Facility Termination Events. Any of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement (each a “Facility Termination Event”): (a) The Servicer shall fail to deliver to the Collateral Agent any Asset Proceeds received by the Servicer as and when required in accordance with this Servicing Agreement or the Credit Agreement, or the Servicer shall fail to pay to the Lender any payment in the amount and on the date required to be made in accordance with this Servicing Agreement and either such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Party; (b) The Servicer shall fail to observe or perform in any respect any covenant or agreement required to be performed thereby under this Servicing Agreement or under any other Loan Document to which the Servicer is a party and such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad Faith; (c) Any representation, warranty or statement of the Servicer made in this Servicing Agreement, or in any certificate, report or other statement, in writing or orally, delivered to any party hereto and pursuant hereto or thereto, shall prove to be incorrect in any material respect as of the date made and such incorrect representation, warranty or statement is a result of Bad Faith on the part of the Servicer or any Affiliated Party; (d) The Servicer shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or the consent of the Servicer (with respect to an action against the Servicer); or the Servicer shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the Servicer; (e) a petition naming the Servicer as debtor is filed under the United States Bankruptcy Code, and, if such a petition is involuntarily filed against the Servicer by a Person or Persons other than the Servicer (in case of a petition filed with respect to the Servicer) and such petition is not dismissed within sixty (60) days of such filing; (f) The Credit Agreement shall be terminated or a Facility Event of Default shall occur under the Credit Agreement; (g) The Servicer accepts or receives, or agrees to accept or receive, any rebate, refund, commission, fee (other than the Servicing Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited to brokers and agents), as a result of or in any way in connection with collection activities related to any Asset or in connection with the sale, disposition, transfer or servicing of any Asset; (h) The Servicer shall (i) liquidate, (ii) dissolve, (iii) terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course for a period of more than fourteen (14) days, or (iv) shall sell all or substantially all of its assets, without the prior written consent of the Lender; (i) The Servicer shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax or tax deficiency for which nonpayment thereof will not result in a Material Adverse Effect or for which the Borrower is conducting a Permitted Contest); (j) A default under any note, agreement or other evidence of indebtedness or similar obligation of the Servicer other than a default whose breach is elsewhere in this Section 6.1 or this Section 6.2 specifically dealt with) or under any instrument under which such evidence of indebtedness or similar obligation has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified in such evidence of indebtedness or other instrument and the same shall cause a Material Adverse Effect under this Agreement or a Material Adverse Effect (as defined in the Credit Agreement); (k) a Change of Control shall occur; or (l) any of the following shall occur: (i) entry of a court order which enjoins, restrains or in any way prevents the Servicer from conducting all or any material part of its business affairs in the ordinary course of any material part of the business of the Servicer and such order or writ is not dismissed within sixty (60) days, or (ii) withdrawal or suspension of any license required for the conduct of any material part of the business of the Servicer.

Facility Termination Events. Any Each of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement (each a “Facility Termination Event”):Agreement: (a) The Servicer Default in the payment when due of any principal of any Advance, which default shall fail to deliver to continue unremedied for one Business Day, or default in the Collateral Agent payment of any Asset Proceeds received other amount payable by the Servicer as and when required Borrower or UACC (in accordance with this Servicing Agreement or the Credit Agreementany capacity) hereunder, or the Servicer shall fail to pay to the Lender including, without limitation, any payment in the amount and Yield on the date required to be made in accordance with this Servicing Agreement and either such failure is a result of Bad Faith on the part of the Servicer any Advance or any Affiliated PartyFees which default shall continue for two Business Days; (b) The Servicer Borrower, either Seller, the Servicer, the Guarantor, UPFC (in any capacity) or UACC (in any capacity) shall fail to perform or observe or perform in any respect any other term, covenant or agreement required contained in this Agreement, or any other Transaction Document on its part to be performed thereby under this Servicing Agreement or under observed and, except in the case of the covenants and agreements contained in Sections 11.6, 11.7 and 11.8, as to each of which no grace period shall apply, any other Loan Document to which the Servicer is a party and such failure is a result of Bad Faith on shall remain unremedied for 30 days after knowledge thereof or after written notice thereof shall have been given by the part of Administrative/Collateral Agent to the Servicer Borrower, the related Seller, the Servicer, the Guarantor, UPFC or any Affiliated Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad FaithUACC; (c) Any representation, representation or warranty or statement of the Servicer Borrower, either Seller, the Servicer, the Guarantor, UPFC or UACC (in any capacity) made in this Servicing Agreement, or deemed to have been made hereunder or in any certificate, report other Transaction Document or any other statement, in writing or orallycertificate furnished by or on behalf of the Borrower, delivered such Seller, the Servicer, the Guarantor, UPFC or UACC (in any capacity) to the Administrative/Collateral Agent for purposes of or in connection with this Agreement or any party hereto and pursuant hereto other Transaction Document (including any Distribution Date Statement or thereto, Borrowing Base Confirmation) shall prove to be have been false or incorrect in any material respect as when made or deemed to have been made; provided that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the date made and “eligibility” of any Transferred Contract if such incorrect representationTransferred Contract shall have been purchased or repurchased by the Servicer, warranty a Seller or statement is a result of Bad Faith on the part of the Servicer or any Affiliated Party;Borrower; [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT] (d) The Servicer An Insolvency Event shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall have occurred and be appointed without the application or the consent of the Servicer (continuing with respect to an action against the Borrower, the Sellers, the Servicer); , the Guarantor, UPFC or the Servicer shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the ServicerUACC; (e) a petition naming The aggregate principal amount of all Advances outstanding hereunder exceeds the Servicer as debtor is filed under the United States Bankruptcy Code, and, if such a petition is involuntarily filed against the Servicer by a Person or Persons other than the Servicer (in case of a petition filed with respect to the Servicer) Initial Borrowing Base and such petition is not dismissed within sixty (60) days of such filingcondition continues unremedied for one Business Day; (f) The Credit Agreement shall be terminated or a Facility Event of Default shall occur under the Credit Agreement; (g) The Servicer accepts or receives, or agrees to accept or receive, any rebate, refund, commission, fee (other than the Servicing Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited to brokers and agents), as a result of or in any way in connection with collection activities related to any Asset or in connection with the sale, disposition, transfer or servicing of any Asset; (h) The Servicer shall (i) liquidate, (ii) dissolve, (iii) terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course for a period of more than fourteen (14) days, or (iv) shall sell all or substantially all of its assets, without the prior written consent of the Lender; (i) The Servicer shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax or tax deficiency for which nonpayment thereof will not result in a Material Adverse Effect or for which the Borrower is conducting a Permitted Contest); (j) A default under any note, agreement or other evidence of indebtedness or similar obligation of the Servicer other than a default whose breach is elsewhere in this Section 6.1 or this Section 6.2 specifically dealt with) or under any instrument under which such evidence of indebtedness or similar obligation has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified in such evidence of indebtedness or other instrument and the same shall cause a Material Adverse Effect under this Agreement or a Material Adverse Effect (as defined in the Credit Agreement); (k) a Change of Control shall occur; or (l) any of the following shall occur: (i) entry of a court order which enjoins, restrains or in any way prevents the Servicer from conducting all or any material part of its business affairs in the ordinary course of any material part of the business of the Servicer and such order or writ is not dismissed within sixty (60) days, or (ii) withdrawal or suspension of any license required for the conduct of any material part of the business of the Servicer.

Facility Termination Events. Any Each of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement (each a “Facility Termination Event”):” under this Agreement: (a) The Servicer shall fail to deliver to the Collateral Agent any Asset Proceeds received by the Servicer as and when required in accordance with this Servicing Agreement or the Credit Agreement, or the Servicer Borrower shall fail to pay any amount on the Obligations (x) on the Facility Termination Date or (y) as otherwise provided for in any Transaction Document when due (in all cases, whether on any Distribution Date, on the Facility Termination Date, by reason of acceleration, by notice of intention to the Lender any payment prepay, by required prepayment or otherwise) and, solely in the amount and on the date required to be made in accordance with this Servicing Agreement and either case of clause (y), such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Partycontinues for two (2) Business Days; (b) The Servicer the Borrower, the Equityholder or the Services Provider shall fail to perform or observe or perform in any respect any other term, covenant or agreement required contained in this Agreement, or any other Transaction Document on its part to be performed thereby under this Servicing Agreement or under observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, and Section 10.16 as to each of which no grace period shall apply, any other Loan Document to which the Servicer is a party and such failure is shall remain unremedied for a result period of Bad Faith thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the part same to be remedied shall have been given to the Borrower or the Services Provider, and (ii) the date on which a Responsible Officer of the Servicer Borrower or any Affiliated Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad Faiththe Services Provider acquires knowledge thereof (after reasonable inquiry); (c) Any representation, any representation or warranty or statement of the Servicer Borrower, the Equityholder or the Services Provider made in this Servicing Agreement, or deemed to have been made hereunder or in any certificate, report other Transaction Document or any other statement, in writing or orallycertificate furnished by or on behalf of the Borrower or the Services Provider to the Facility Agent, delivered to any party hereto and pursuant hereto Agent or thereto, any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to be have been false or incorrect in any material respect as when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Services Provider, and (ii) the date on which a Responsible Officer of the date made and Borrower or the Services Provider acquires knowledge thereof (after reasonable inquiry); provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.12 with respect to such incorrect representationCollateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, warranty or statement is a result the aggregate principal amount of Bad Faith on all Advances outstanding hereunder does not exceed the part of the Servicer or any Affiliated PartyBorrowing Base; (d) The Servicer either (i) an Insolvency Event shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall have occurred and be appointed without the application or the consent of the Servicer (continuing with respect to the Borrower or (ii) an action against Insolvency Event shall have occurred and be continuing with respect to the Servicer); or the Servicer shall institute Equityholder and an Equityholder Credit Event Cure has not been successfully completed within fifteen (by petition, application, answer, consent or otherwise15) any insolvency, reorganization, arrangement, readjustment Business Days of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the Serviceroccurrence; (e) a petition naming the Servicer as debtor is filed under the United States Bankruptcy Code, and, if such a petition is involuntarily filed against the Servicer by a Person or Persons other than the Servicer (in case solely as a result of a petition filed Specified Borrowing Base Breach, the aggregate principal amount of all Advances outstanding hereunder exceeds the Borrowing Base or the Maximum Availability, calculated in accordance with Section 1.2(h), and such condition continues unremedied for (x) two (2) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, twelve (12) consecutive Business Days (unless, upon request by the ServicerBorrower, the Facility Agent has given its prior written consent to extend such period to thirteen (13) and such petition is consecutive Business Days (which consent shall not dismissed within sixty (60) days of such filingbe unreasonably withheld, delayed or conditioned); (fi) The Credit Agreement any Transaction Document or any Lien granted thereunder shall (except in accordance with its terms), in whole or in material part, terminate, cease to be terminated effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Services Provider or any other Person shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest granted under any Transaction Document securing any Obligation shall, in whole or in part, cease to be a Facility Event of Default shall occur under the Credit Agreementperfected first priority security interest (except, as to priority, for Permitted Liens); (g) The Servicer accepts a Services Provider Event of Default shall have occurred and be continuing past any applicable notice or receivescure period provided in the definition thereof and, in the case of a Services Provider Event of Default under clauses (f) or agrees to accept or receive(g) of the definition thereof while the Services Provider is the Equityholder, any rebate, refund, commission, fee an Equityholder Credit Event Cure has not been successfully completed within ten (other than the Servicing Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited to brokers and agents), as a result 10) Business Days of or in any way in connection with collection activities related to any Asset or in connection with the sale, disposition, transfer or servicing of any Assetsuch occurrence; (h) The Servicer shall (i) liquidate, (ii) dissolve, (iii) terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course for a period of more than fourteen (14) days, or (iv) shall sell all or substantially all of its assets, without the prior written consent of the Lender; (i) The Servicer Borrower shall fail to paypay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, withholdwhen the same becomes due and payable (whether by scheduled maturity, collect required prepayment, acceleration, demand or remit otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any tax or tax deficiency when assessed or due (other than any tax or tax deficiency for which nonpayment thereof will not result in a Material Adverse Effect or for which the Borrower is conducting a Permitted Contest); (j) A default under any note, agreement or other evidence of indebtedness or similar obligation instrument relating to any such Indebtedness of the Servicer Borrower, or any other than a event, shall occur and such default whose breach is elsewhere in this Section 6.1 or this Section 6.2 specifically dealt with) or under any instrument under which such evidence of indebtedness or similar obligation has been issued or by which it is governed and the expiration of event shall continue after the applicable period of gracegrace period, if any, specified in such evidence agreement or instrument if the effect of indebtedness such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other instrument and similar event (other than as a result of a voluntary prepayment) shall continue after the same shall cause a Material Adverse Effect under this Agreement or a Material Adverse Effect (as defined applicable grace period, if any, specified in the Credit Agreement)agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (ki) a Change of Control shall occurhave occurred; (j) either (i) the Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act or (ii) Owl Rock Capital Corporation ceases to be a “business development company” within the meaning of the 1940 Act; (k) failure on the part of the Borrower, the Equityholder or the Services Provider to (i) make any payment or deposit (including, without limitation, with respect to remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnified Party) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure under this clause (ii) continues for two (2) Business Days; (l) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Facility Agent and each Agent (in each case as required by the Constituent Documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for cause, death or incapacitation of the current Independent Manager; (m) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Facility Agent, which consent may be withheld in the exercise of its sole and absolute discretion; (i) any court shall render a final, non-appealable judgment against the Borrower (x) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (y) for which the Facility Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or (ii) the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Facility Agent within 30 days after the making thereof; (o) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP or any other reputable counsel could no longer render a substantive nonconsolidation opinion with respect to the Borrower; (p) at any time, the Minimum Equity Condition is not satisfied and such condition continues unremedied for (x) two (2) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, twelve (12) consecutive Business Days (unless, upon request by the Borrower, the Facility Agent has given its prior written consent to extend such period to thirteen (13) consecutive Business Days (which consent shall not be unreasonably withheld, delayed or conditioned); or (lq) any of the following a Specified Borrowing Base Breach shall occur: (i) entry of a court order which enjoins, restrains or in any way prevents the Servicer from conducting all or any material part of its business affairs in the ordinary course of any material part of the business of the Servicer have occurred and such order or writ is not dismissed within sixty (60) days, or (ii) withdrawal or suspension of any license required continue unremedied for the conduct shorter of any material part of the business of the Servicer(x) 180 consecutive days and (y) two consecutive Distribution Dates.

Facility Termination Events. Any If any of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement events (each each, a “Facility Termination Event”):) shall occur and be continuing: (a) The Servicer shall fail to deliver to the Collateral Agent any Asset Proceeds received representation, warranty, certification or statement made by the Servicer as and when required any Transaction Party in accordance with this Servicing Agreement or the Credit Agreement, or the Servicer shall fail any other Transaction Document to pay to the Lender any payment in the amount and on the date required to be made in accordance with this Servicing Agreement and either which such failure Transaction Party is a result party shall prove to have been incorrect in any material respect when made or deemed made; provided that if such breach relates to a Specified Provision and is capable of Bad Faith on being cured, such breach shall not constitute a Facility Termination Event unless it continues unremedied for five (5) Business Days after the part earlier of the Servicer a Transaction Party receiving written notice of such breach or any Affiliated Partya Responsible Officer of a Transaction Party having actual knowledge of such breach; (b) The Servicer an Event of Bankruptcy shall fail occur with respect to observe or perform in any respect any covenant or agreement required to be performed thereby under this Servicing Agreement or under any other Loan Document to which the Servicer is a party and such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Transaction Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad Faith;or (c) Any representation, warranty or statement of the Servicer made in this Servicing Agreement, or in (i) any certificate, report or other statement, in writing or orally, delivered to any party hereto and pursuant hereto or thereto, shall prove to be incorrect in any material respect as of the date made and such incorrect representation, warranty or statement is a result of Bad Faith on the part of the Servicer or any Affiliated Party; (d) The Servicer shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment Material Indebtedness of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or the consent of the Servicer (with respect to an action against the Servicer); or the Servicer shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the Servicer; (e) a petition naming the Servicer as debtor is filed under the United States Bankruptcy Code, and, if such a petition is involuntarily filed against the Servicer by a Person or Persons other than the Servicer (in case of a petition filed with respect to the Servicer) and such petition Transaction Party is not dismissed within sixty (60) days of such filing; (f) The Credit Agreement shall be terminated paid when due or a Facility Event of Default shall occur under the Credit Agreement; (g) The Servicer accepts or receives, or agrees to accept or receive, any rebate, refund, commission, fee (other than the Servicing Fee), kickback or rakeoff, whether cash is declared or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited becomes due prior to brokers and agents), its scheduled maturity as a result of or in any way in connection with collection activities related to any Asset or in connection with the saletermination event, disposition, transfer or servicing event of any Asset; (h) The Servicer shall (i) liquidate, (ii) dissolve, (iii) terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course for a period of more than fourteen (14) days, or (iv) shall sell all or substantially all of its assets, without the prior written consent of the Lender; (i) The Servicer shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax or tax deficiency for which nonpayment thereof will not result in a Material Adverse Effect or for which the Borrower is conducting a Permitted Contest); (j) A default under any note, agreement or other evidence of indebtedness or similar obligation of the Servicer other than a default whose breach is elsewhere in this Section 6.1 or this Section 6.2 specifically dealt with) or under any instrument under which such evidence of indebtedness or similar obligation has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified in such evidence of indebtedness or other instrument and the same shall cause a Material Adverse Effect under this Agreement or a Material Adverse Effect event (as defined in the Credit Agreementhowever described); (k) a Change of Control shall occur; or (l) any of the following shall occur: (i) entry of a court order which enjoins, restrains or in any way prevents the Servicer from conducting all or any material part of its business affairs in the ordinary course of any material part of the business of the Servicer and such order or writ is not dismissed within sixty (60) days, or (ii) withdrawal any pledge, charge or suspension security interest securing the Material Indebtedness of any license required Transaction Party is enforced in whole or in part as a result of any termination event, event of default or other similar event (however described); then, and in any such event, the Administrative Agent may, in its discretion, and shall, at the direction of the Required Funding Agents, declare the Facility Termination Date to have occurred upon notice to the Borrower (in which case the Facility Termination Date shall be deemed to have occurred); provided that automatically upon the occurrence of any event (without any requirement for the conduct giving of notice) described in Clause 7.2(b), the Facility Termination Date shall occur. Upon any material part of such declaration or upon such automatic termination, the business of Lenders, the ServicerFunding Agents and the Administrative Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under applicable Law (including the UCC), which rights and remedies shall be cumulative.

Facility Termination Events. Any Each of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement (each a “Facility Termination Event”):Agreement: (a) The Servicer Default in the payment when due of any principal of any Advance, which default shall continue unremedied for one Business Day, or default in the payment of any other amount payable by the Borrower hereunder, including, without limitation, any Yield on any Advance or any Fees which default shall continue for one Business Day; or the Borrower shall fail to deliver to comply with the Collateral Agent Clean-Up Requirement during any Asset Proceeds received by the Servicer as and when required in accordance with this Servicing Agreement or the Credit Agreement, or the Servicer shall fail to pay to the Lender any payment in the amount and on the date required to be made in accordance with this Servicing Agreement and either such failure is a result of Bad Faith on the part of the Servicer or any Affiliated PartyClean-Up Period; (b) The Servicer Borrower or AFL (in any capacity) shall fail to perform or observe or perform in any respect any other term, covenant or agreement required contained in this Agreement or in any other Transaction Document on its part to be performed thereby under this Servicing Agreement or under observed and, except in the case of the covenants and agreements contained in SECTIONS 11.7 and 11.8, as to each of which no grace period shall apply, any other Loan Document to which the Servicer is a party and such failure is a result shall remain unremedied for 30 days (one Business Day in the case of Bad Faith on SECTION 11.6) after knowledge thereof or after written notice thereof shall have been given by the part of Agent to the Servicer or any Affiliated Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad FaithBorrower; (c) Any representation, representation or warranty or statement of the Servicer Borrower or AFL (in any capacity) made in this Servicing Agreement, or deemed to have been made hereunder or in any certificate, report other Transaction Document or any other statement, in writing or orallycertificate furnished by or on behalf of the Borrower to the Agent or the Lenders for purposes of or in connection with this Agreement or any other Transaction Document (including any certificates delivered pursuant to SECTION 7.2(j), any Servicer's Certificate or any Borrowing Base Confirmation delivered pursuant to any party hereto and pursuant hereto or thereto, SECTION 7.2(g)) shall prove to be have been false or incorrect in any material respect as when made or deemed to have been made; PROVIDED that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to any Eligible Receivable to the extent AFL or the Servicer has repurchased the related Receivable in accordance with the provisions hereof or of the date made and such incorrect representation, warranty or statement is a result of Bad Faith on the part of the Servicer or any Affiliated PartyPurchase Agreement; (d) The Servicer An Event of Bankruptcy shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or the consent of the Servicer (with respect to an action against the Servicer); or the Servicer shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the Servicer; (e) a petition naming the Servicer as debtor is filed under the United States Bankruptcy Code, and, if such a petition is involuntarily filed against the Servicer by a Person or Persons other than the Servicer (in case of a petition filed have occurred and remain continuing with respect to the Servicer) and such petition is not dismissed within sixty (60) days of such filingBorrower or AFL; (f) The Credit Agreement shall be terminated or a Facility Event of Default shall occur under the Credit Agreement; (g) The Servicer accepts or receives, or agrees to accept or receive, any rebate, refund, commission, fee (other than the Servicing Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited to brokers and agents), as a result of or in any way in connection with collection activities related to any Asset or in connection with the sale, disposition, transfer or servicing of any Asset; (h) The Servicer shall (i) liquidate, (ii) dissolve, (iii) terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course for a period of more than fourteen (14) days, or (iv) shall sell all or substantially all of its assets, without the prior written consent of the Lender; (i) The Servicer shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax or tax deficiency for which nonpayment thereof will not result in a Material Adverse Effect or for which the Borrower is conducting a Permitted Contest); (j) A default under any note, agreement or other evidence of indebtedness or similar obligation of the Servicer other than a default whose breach is elsewhere in this Section 6.1 or this Section 6.2 specifically dealt with) or under any instrument under which such evidence of indebtedness or similar obligation has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified in such evidence of indebtedness or other instrument and the same shall cause a Material Adverse Effect under this Agreement or a Material Adverse Effect (as defined in the Credit Agreement); (k) a Change of Control shall occur; or (l) any of the following shall occur: (i) entry of a court order which enjoins, restrains or in any way prevents the Servicer from conducting all or any material part of its business affairs in the ordinary course of any material part of the business of the Servicer and such order or writ is not dismissed within sixty (60) days, or (ii) withdrawal or suspension of any license required for the conduct of any material part of the business of the Servicer.

Facility Termination Events. Any If any of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement events (each a “Facility Termination Event”):) shall occur and be continuing: (a) The Servicer any Facility Party shall fail to deliver to the Collateral Agent any Asset Proceeds received by the Servicer as and when required in accordance with this Servicing Agreement or the Credit Agreement, or the Servicer shall fail to pay to the Lender make any payment in the amount and on the date or deposit required to be made in accordance with this Servicing Agreement by it hereunder or under any other Transaction Document to which it is a party when due hereunder or thereunder and either such failure is remains unremedied for two (2) Business Days from the earlier to occur of (i) the date upon which a result Responsible Offer of Bad Faith such Facility Party obtains knowledge of such failure or (ii) the date on which written notice of such failure, requiring the part of same to be remedied, shall have been given to such Facility Party by the Servicer Administrative Agent or any Affiliated PartyPurchaser Agent; (b) The Servicer any representation, warranty, certification or statement made by any Facility Party in this Agreement or any other Transaction Document to which such Facility Party is a party shall fail prove to observe or perform have been incorrect in any material respect when made or deemed made (other than any covenant breach of a representation, warranty, certification or agreement statement solely relating to a Portfolio Receivable for which the entire Deemed Collection amount required to be performed thereby paid under this Servicing Agreement or under any other Loan Document to which the Servicer is a party applicable Specified Deemed Collection Section has been paid) and such failure Facility Party shall have failed to remedy such circumstances in a manner such that such representation, warranty, certification or statement is true and correct in all material respects within thirty (30) days after a result Responsible Officer of Bad Faith on the part of the Servicer such Facility Party obtained knowledge or any Affiliated Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad Faithreceived notice thereof; (c) Any representationother than as addressed in Section 7.1(a), warranty any Facility Party shall fail to perform or statement of the Servicer made observe any term, covenant or agreement contained in this Servicing Agreement, Agreement or in any certificate, report or other statement, in writing or orally, delivered Transaction Document to any which such Facility Party is a party hereto and pursuant hereto or thereto, shall prove to be incorrect in any material respect as of the date made and such incorrect representation, warranty Facility Party shall have failed to remedy such failure within thirty (30) days after a Responsible Officer of such Facility Party obtained knowledge or statement is a result of Bad Faith on the part of the Servicer or any Affiliated Partyreceived notice thereof; (d) The Servicer shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment of Xxxxx Limited, any receiver, trustee, or similar officer for it or for all Investor Certificateholder or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or the consent of the Servicer (with respect to an action against the Servicer); or the Servicer shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the Servicer; (e) a petition naming the Servicer as debtor is filed under the United States Bankruptcy Code, and, if such a petition is involuntarily filed against the Servicer by a Person or Persons other than the Servicer (in case of a petition filed with respect to the Servicer) and such petition is not dismissed within sixty (60) days of such filing; (f) The Credit Agreement shall be terminated or a Facility Event of Default shall occur under the Credit Agreement; (g) The Servicer accepts or receives, or agrees to accept or receive, any rebate, refund, commission, fee (other than the Servicing Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited to brokers and agents), as a result of or in any way in connection with collection activities related to any Asset or in connection with the sale, disposition, transfer or servicing of any Asset; (h) The Servicer Designated Master Trust Obligor shall (i) liquidate, default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation) on the scheduled or original due date with respect thereto; (ii) dissolve, (iii) terminate or suspend its business operations or otherwise fail to operate its business default in making any payment of any interest on any such Indebtedness beyond the ordinary course for a period of more than fourteen (14) days, or (iv) shall sell all or substantially all of its assets, without the prior written consent of the Lender; (i) The Servicer shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax or tax deficiency for which nonpayment thereof will not result in a Material Adverse Effect or for which the Borrower is conducting a Permitted Contest); (j) A default under any note, agreement or other evidence of indebtedness or similar obligation of the Servicer other than a default whose breach is elsewhere in this Section 6.1 or this Section 6.2 specifically dealt with) or under any instrument under which such evidence of indebtedness or similar obligation has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified provided in the instrument or agreement under which such evidence Indebtedness was created; or (iii) default in the observance or performance of indebtedness any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other instrument and event or condition is to cause, or to permit the same shall cause a Material Adverse Effect under this Agreement holder or beneficiary of such Indebtedness (or a Material Adverse Effect trustee or agent on behalf of such holder or beneficiary) to cause, with giving of notice if required, such Indebtedness to become due prior to its stated maturity or (as defined in the Credit Agreementcase of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided that (A) a default, event or condition described in clause (i), (ii) or (iii) above shall not at any time constitute a Facility Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i) through (iii) above shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which together exceeds in the aggregate $100,000,000 or the Dollar Equivalent thereof in any other currency; and (B) clause (iii) shall be deemed inapplicable if the occurrence of such event or condition referred to above gives rise to an obligation to make mandatory prepayment without further demand of any Person on terms agreed prior to the occurrence of such event or condition; (e) an Event of Bankruptcy shall occur with respect to any Transaction Party; (f) the Administrative Agent, on behalf of the Secured Parties, shall, for any reason, fail or cease to have a valid and perfected first priority charge, security interest or pledge in the Collateral prior to all other interests; (g) a Servicer Default shall occur and be continuing; (h) any Change of Control shall occur; (i) the Aggregate Invested Amount exceeds the Funding Base as determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement and such circumstance remains unremedied for two (2) Business Days; (j) the failure by any Transaction Party to pay one or more final judgments requiring that Transaction Party to pay a sum or sums of money aggregating in excess of $100,000,000 or the Dollar Equivalent thereof in any other currency, which judgments are not discharged or effectively vacated, discharged, bonded, waived or stayed (including by appeal within thirty (30) days from entry thereof) for a period of thirty (30) consecutive days (unless fully covered by insurance as to which the relevant insurance company has acknowledged coverage), or any action shall be legally taken by a judgment creditor to levy upon assets or properties of any such Transaction Party to enforce any such judgment; (k) the failure by the Seller to pay one or more final judgments requiring the Seller to pay a Change sum or sums of Control money aggregating in excess of $50,000 or the Dollar Equivalent thereof in any other currency which judgments are not discharged or effectively waived or stayed (including by appeal provided that the Seller is not required to make any payment or payments in respect of such judgment pending appeal) for a period of thirty (30) consecutive days, or any action shall occurbe legally taken by a judgment creditor to levy upon assets or properties of the Seller to enforce any such judgment; (l) except in the case of a termination expressly permitted under Section 11.14 (Limitation on the addition and termination of Originators), any Transaction Document or any material provision thereof shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or any Transaction Party shall otherwise seek to terminate or disaffirm its material obligations under any such Transaction Document; (m) the Subordinated Lender fails for any reason (including as the result of the failure to meet any condition precedent) to make a Subordinated Loan under the Subordinated Loan Agreement following delivery by the Seller of a Subordinated Loan Investment Request and such failure remains unremedied for two (2) Business Days; or (ln) an “Event of Default” occurs under and as defined in the Subordinated Loan Agreement and the Subordinated Lender’s commitment to make further Subordinated Loans thereunder shall be cancelled. then, and in any such event, the Administrative Agent shall, at the direction of the following Majority Committed Purchasers, declare the Facility Termination Date to have occurred upon notice to the Seller (in which case the Facility Termination Date shall be deemed to have occurred); provided that automatically upon the occurrence of any event (without any requirement for the giving of notice) described in Section 7.1(e), the Facility Termination Date shall occur: . Upon any such declaration or upon such automatic termination, the Purchasers, the Purchaser Agents and the Administrative Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under applicable Law, which rights and remedies shall be cumulative. Each Committed Purchaser agrees to provide written notice to the Administrative Agent within three (i3) entry Business Days of receipt of notice of the occurrence of a court order which enjoinsFacility Termination Event or Portfolio Event of both (1) whether it desires to declare the Facility Termination Date and (2) whether it desires to waive such Facility Termination Event or Portfolio Event; provided, restrains that any failure to respond shall be deemed to be (x) a decision not to declare the Facility Termination Date (although any such decision not to declare may be switched to a decision to declare the Facility Termination Date at any time thereafter in such Committed Purchaser’s discretion) and (y) a decision not to waive such Facility Termination Event or in any way prevents the Servicer from conducting all or any material part of its business affairs in the ordinary course of any material part of the business of the Servicer and such order or writ is not dismissed within sixty (60) days, or (ii) withdrawal or suspension of any license required for the conduct of any material part of the business of the ServicerPortfolio Event.

Facility Termination Events. Any Each of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement (each a “Facility Termination Event”):Agreement: (a) The Servicer shall fail to deliver to Default in the Collateral Agent payment when due of any Asset Proceeds received principal of any Advance or default in the payment of any other amount payable by the Servicer as and when required Borrower or TPVC (in accordance with this Servicing Agreement or the Credit Agreementany capacity) hereunder, or the Servicer including any Yield on any Advance which default shall fail to pay to the Lender any payment in the amount and on the date required to be made in accordance with this Servicing Agreement and either such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Partycontinue for two (2) Business Days; (b) The Servicer Borrower, the Collateral Manager or TPVC (in any capacity) shall fail to perform or observe or perform in any respect any other term, covenant or agreement required contained in this Agreement, or any other Transaction Document on its part to be performed thereby under this Servicing Agreement or under observed and, except in the case of the covenants and agreements contained in Sections 10.6, 10.7, 10.9, 10.10 and 10.23, as to each of which no grace period shall apply, any other Loan Document to which the Servicer is a party and such failure is a result of Bad Faith on shall remain unremedied for 30 days after knowledge thereof or after written notice thereof shall have been given by the part of Facility Agent to the Servicer Borrower, the Collateral Manager or any Affiliated Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad FaithTPVC; (c) Any representation, representation or warranty or statement of the Servicer Borrower, the Collateral Manager or TPVC (in any capacity) made in this Servicing Agreement, or deemed to have been made hereunder or in any certificate, report other Transaction Document or any other statement, in writing or orallycertificate furnished by or on behalf of the Borrower, delivered the Collateral Manager or TPVC (in any capacity) to the Facility Agent or any party hereto and pursuant hereto Lender for purposes of or thereto, in connection with this Agreement or any other Transaction Document (including any Distribution Date Statement) shall prove to be have been false or incorrect in any material respect as when made or deemed to have been made; provided that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the date “eligibility” of any Contract if such breach is not a willful breach and payment in respect of such Contract is required to be made under Section 7.14, and either the Repurchase Amount of such incorrect representation, warranty Contract shall have been paid in full by the Borrower or statement no repayment is a result required under Section 7.14 because the Advances outstanding do not exceed the Borrowing Base and the Minimum Equity Condition is satisfied at the time of Bad Faith on the part of the Servicer or any Affiliated Partydetermination; (d) The Servicer An Insolvency Event shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall have occurred and be appointed without the application or the consent of the Servicer (continuing with respect to an action against the Servicer); or the Servicer shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the ServicerBorrower or TPVC; (e) a petition naming The aggregate principal amount of all Advances outstanding hereunder exceeds the Servicer as debtor is filed under Borrowing Base or the United States Bankruptcy CodeMaximum Availability, and, if such a petition is involuntarily filed against the Servicer by a Person or Persons other than the Servicer (calculated in case of a petition filed accordance with respect to the ServicerSection 1.2(h) and such petition is not dismissed condition continues unremedied for three (3) Business Days (or, if TPVC provides written evidence satisfactory to the Facility Agent within sixty two (602) days Business Days of receipt of notice that they intend to make capital calls in an aggregate amount sufficient to cure such filing; failure, for five (f5) The Credit Agreement shall be terminated or a Facility Event of Default shall occur under the Credit Agreement; (g) The Servicer accepts or receives, or agrees to accept or receive, any rebate, refund, commission, fee (other than the Servicing Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited to brokers and agents), as a result of or in any way in connection with collection activities related to any Asset or in connection with the sale, disposition, transfer or servicing of any Asset; (h) The Servicer shall (i) liquidate, (ii) dissolve, (iii) terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course for a period of more than fourteen (14) days, or (iv) shall sell all or substantially all of its assets, without the prior written consent of the Lender; (i) The Servicer shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax or tax deficiency for which nonpayment thereof will not result in a Material Adverse Effect or for which the Borrower is conducting a Permitted ContestBusiness Days); (j) A default under any note, agreement or other evidence of indebtedness or similar obligation of the Servicer other than a default whose breach is elsewhere in this Section 6.1 or this Section 6.2 specifically dealt with) or under any instrument under which such evidence of indebtedness or similar obligation has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified in such evidence of indebtedness or other instrument and the same shall cause a Material Adverse Effect under this Agreement or a Material Adverse Effect (as defined in the Credit Agreement); (k) a Change of Control shall occur; or (l) any of the following shall occur: (i) entry of a court order which enjoins, restrains or in any way prevents the Servicer from conducting all or any material part of its business affairs in the ordinary course of any material part of the business of the Servicer and such order or writ is not dismissed within sixty (60) days, or (ii) withdrawal or suspension of any license required for the conduct of any material part of the business of the Servicer.