Common use of Servicer Defaults Clause in Contracts

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Depositor or the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Depositor or the Servicer set forth in this Agreement (other than Section 4.10)Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Certificateholders, and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer Depositor or the Servicer, as applicable, by the Indenture Trustee or the Owner Trustee, or to the Servicer Depositor or the Servicer, as applicable, and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Depositor or the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Depositor or the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Depositor or the Servicer or of or relating to substantially all of its their respective property; or the Depositor or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the Pooling and Servicing Agreement and this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10)Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Certificateholders, and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the Pooling and Servicing Agreement and this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Certificateholders, and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Certificateholders, and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each If any one of the following shall constitute events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the Indenture Trustee for deposit in pursuant to the terms of this Agreement or any of Supplement on or before the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five date occurring ten (510) Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the Indenture Trustee terms of this Agreement or the Owner Trustee or after discovery of such failure by an officer of the Servicerany Supplement; (b) failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has a material adverse effect on the interests hereunder of the Investor Certificateholders of any Series or Class (other than Section 4.10), the Indenture or the Trust Agreement which failure (idetermination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) materially and adversely affects the rights of Noteholders or Certificateholders and (ii) which continues unremedied for a period of ninety sixty (9060) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner TrusteeTransferor, or to the Servicer, the Transferor and the Trustee by Holders of Investor Certificates evidencing not less than 10% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer shall delegate its duties under this Agreement, except as permitted by Sections 8.02 and 8.07, a Responsible Officer of the Trustee has actual knowledge of such delegation and such delegation continues unremedied for 15 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Indenture Servicer by the Trustee or the Owner Transferor, or to the Servicer, the Transferor and the Trustee by Noteholders whose Notes evidence Holders of Investor Certificates evidencing not less than 2510% of the Outstanding Amount aggregate unpaid principal amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Dateall Investor Certificates; (c) any representation, warranty or certification made by the entry Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Investor Certificateholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or the Transferor, or to the Servicer, the Transferor and the Trustee by the Holders of Investor Certificates evidencing not less than 10% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver receiver, trustee or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer, and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of ninety sixty (9060) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee, the Transferor or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all outstanding Series, by written notice then given to the Servicer (and to the Trustee, the Transferor, and any Series Enhancer entitled thereto pursuant to the relevant Supplement if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof; provided, however, if within sixty (60) days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with Section 10.02(c) to act as a Successor Servicer and receives an Officer’s Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall grant a right of first refusal to the Transferor which would permit the Transferor at its option to purchase the Certificateholders’ Interest on the Distribution Date in the next calendar month; provided further, however, the foregoing right of first refusal shall not apply in the case of a Servicer Default set forth in subsection 10.01(d). The purchase price for the Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferor shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if they are exercising such option. If it exercises such option, the Transferor shall (x) deliver to the Trustee an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Receivables constitute fair value for consideration paid therefor and as to the solvency of the Transferor, the purchase would not be considered a fraudulent conveyance and (y) deposit the purchase price into the Collection Account not later than 12:00 noon, Richmond, Virginia time, on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement. After receipt by the Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the, purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist any delay in or failure of performance under clause (aSection 10.01(a) above for a period of an additional ten five (105) Business Days or under clause Section 10.01(b) or (bc) for a period of an additional sixty (60) days (in addition to any period provided in Section 10.01(a), (b) or (c)) shall not constitute a Servicer Default until the expiration of such additional five (5) Business Days or sixty (60) days, respectively, if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or other the public enemy, acts of declared or undeclared war or terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses. Upon the occurrence of any of these events, The preceding sentence shall not relieve the Servicer shall not be relieved from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement, Agreement and any Supplement and the Servicer shall provide the Indenture Trustee, each Rating Agency, any Series Enhancer entitled thereto pursuant to the Owner Trusteerelevant Supplement, the Depositor each Holder of a Transferor Certificate and the Securityholders Investor Certificateholders with an Officer’s Certificate of the Servicer giving prompt notice of the such failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts ACOLT Collection Account any required payment or to direct the ACOLT Indenture Trustee to make any required distributions therefromfrom the ACOLT Designated Accounts under any Transaction Document, which failure continues unremedied for a period of five (5) Business Days after the earlier of (x) the date on which written notice is received by the Servicer from the Indenture Trustee or the ACOLT Owner Trustee or after ACOLT Indenture Trustee and (y) discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.102.12(c)), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders the Secured Noteholders, and (ii) continues unremedied for a period of ninety (90) days after the earlier of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer and (y) discovery of such failure by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% an officer of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateServicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Sale and Contribution Agreement and the Servicer shall provide the ACOLT Indenture Trustee, the ACOLT Owner Trustee, the Depositor ACOL LLC and the Securityholders AART Indenture Trustee, as holder of the Secured Notes, prompt notice of the that failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “"Servicer Default”": (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner applicable Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Seller or the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer set forth in the Purchase Agreement, this Agreement (or any of the other than Section 4.10), the Indenture or the Trust Agreement Further Transfer and Servicing Agreements which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Securityholders, and (ii) continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee Seller or the Owner Servicer, as applicable, by either Trustee, or to the Servicer Seller or the Servicer, as applicable, and to the Indenture Trustee or the Owner either Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class Notes as of the close of the preceding Distribution Date or (or, if no the Notes are Outstandinghave been paid in full, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date); (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Seller or the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) 60 consecutive days; or (d) the consent by the Seller or the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or of or relating to substantially all of its their respective property; or the Seller or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts ACOLT Collection Account any required payment or to direct the ACOLT Indenture Trustee to make any required distributions therefromfrom the ACOLT Designated Accounts under any Transaction Document, which failure continues unremedied for a period of five (5) Business Days after the earlier of (x) the date on which written notice is received by the Servicer from the Indenture Trustee or the ACOLT Owner Trustee or after ACOLT Indenture Trustee and (y) discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.102.12(c)), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders the Secured Noteholders, and (ii) continues unremedied for a period of ninety (90) days after the earlier of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer and (y) discovery of such failure by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% an officer of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateServicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Sale and Contribution Agreement and the Servicer shall provide the ACOLT Indenture Trustee, the ACOLT Owner Trustee, the Depositor ACOL LLC and the Securityholders AART Indenture Trustee, as holder of the Secured Notes, prompt notice of the that failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each If any one of the following shall constitute events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for make any payment, transfer or deposit in any of the Designated Accounts any required payment or to direct give instructions or to give notice to the Indenture Trustee to make any required distributions therefromsuch payment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the terms of this Agreement, the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicerany Indenture Supplement; (b) failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially has an Adverse Effect and adversely affects the rights of Noteholders or Certificateholders and (ii) which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Owner Trustee or the Owner Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and to the Indenture Trustee by Holders of Notes evidencing 10% or more of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% or more of the aggregate unpaid principal amount of all Series to which such failure relates); or the Owner Trustee Servicer shall assign or delegate its duties under this Agreement, except as permitted by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateSections 5.02 and 5.07; (c) any representation, warranty or certification made by the entry Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing 10% or more of the aggregate unpaid principal amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% or more of the aggregate unpaid principal amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall consent to the appointment of a bankruptcy trustee, conservator, receiver, liquidator or similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver receiver, liquidator or liquidator for the Servicer, similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, and shall have been entered against the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its propertyServicer; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; Then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by notice then given to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a "Termination Notice"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 7.02(c) to act as a Successor Servicer and receives an Officer's Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall grant a right of first refusal to the Transferor which would permit the Transferor at its option to acquire the Notes on the Distribution Date in the next calendar month. The price for the Notes shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution Date of the acquisition if it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the price into the Collection Account not later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The price shall be allocated and distributed to Noteholders in accordance with the terms of the Indenture and each Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 7.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a "Service Transfer"); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall pay to the Indenture Trustee and any Successor Servicer the reasonable transition expenses incurred by such person and the agents in connection with any transition of Servicing. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause delay in or failure of performance referred to in paragraph (a) above for a period of an additional ten (10) 10 Business Days after the applicable grace period or under clause paragraph (b) or (c) above for a period of an additional sixty (60) days 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or other the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses. Upon the occurrence of any of these events, The preceding sentence shall not relieve the Servicer shall not be relieved from using its best all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor each Transferor and the Securityholders any Series Enhancer with an Officer's Certificate giving prompt notice of the such failure or delay by it, together with a description of its efforts so to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “----------------- "Servicer Default”:" (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Applicable Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Seller or the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer set forth in the Purchase Agreement, this Agreement (or any of the other than Section 4.10), the Indenture or the Trust Agreement Further Transfer and Servicing Agreements which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Securityholders, and (ii) continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee Seller or the Owner Servicer, as applicable, by either Trustee, or to the Servicer Seller or the Servicer, as applicable, and to the Indenture Trustee or the Owner either Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class Voting Notes as of the close of the preceding Distribution Date or (or, if no the Notes are Outstandinghave been paid in full and the Indenture has been discharged in accordance with its terms, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests ownership interest in the Trust as of the close of the preceding Distribution Date); (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Seller or the Servicer, in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) 60 consecutive days; or (d) the consent by the Seller or the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or of or relating to substantially all of its their respective property; or the Seller or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each If any one of the following shall constitute events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the Indenture Trustee for deposit in any of the Designated Accounts any required payment pursuant to Article IV or to direct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of five (5) withdrawal, or payment under any Enhancement, or to deliver any required monthly servicing report hereunder on or before the date occurring three Business Days after written the date such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice or report is received by required to be made or given, as the Servicer from case may be, under the Indenture Trustee or the Owner Trustee or after discovery terms of such failure by an officer of the Servicer;this Agreement; or (b) failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10)or any Supplement which has a material adverse effect on the Noteholders and the Holder of the Transferor Interest, the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) 30 days after the first to occur of (A) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose the Holders of a principal amount of Notes evidence aggregating not less than 25% of the Outstanding Principal Amount of any Series adversely affected thereby and (B) the Controlling Class as date on which a Responsible Officer of the close Servicer becomes aware thereof and such failure continues to materially adversely affect such Noteholders for such period; or (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the Noteholders and the Holder of the preceding Distribution Date Transferor Interest and which continues to be incorrect in any material respect for a period of 30 days after the first to occur of (A) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Trustee, or if no to the Servicer and the Trustee by the Holders of a principal amount of Notes are Outstanding, by Certificateholders whose Certificates evidence aggregating not less than 25% of the Voting Interests as Principal Amount of any Series adversely affected thereby and (B) the date on which a Responsible Officer of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairsServicer becomes aware thereof, and the continuance of any such decree or order unstayed and in effect incorrectness continues to materially adversely affect such Holders for a period of ninety (90) consecutive dayssuch period; or (d) an Insolvency Event shall occur with respect to the consent Servicer; or (e) the Servicer delegates any of its duties hereunder except to the extent such delegation is permitted hereunder; or (f) as of the last day of any fiscal quarter of the Servicer the consolidated net worth of the Servicer is less than $6,000,000; then, so long as such Servicer Default shall not have been remedied, either the Trustee or the Holders of a principal amount of Notes aggregating more than 662/3% of the Aggregate Principal Amount, by notice then given in writing to the Servicer (and to the Trustee if given by the Noteholders) (a "Termination Notice"), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement. After receipt by the Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in any Collection Account or Series Account, or which shall thereafter be received with respect to the appointment of a conservator or receiver or liquidator Trust Assets, and in any insolvency, readjustment of debt, marshalling of assets assisting the Successor Servicer and liabilities, or similar proceedings of or in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer the Lease Files and its electronic records relating to the Included Leases to the Successor Servicer or in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of or relating the Included Leases in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to substantially disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interest. The Servicer shall, on the date of any servicing transfer, transfer all of its property; or rights and obligations, if any, in respect of any Enhancement to the Successor Servicer. In connection with any servicing transfer, all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with transferring the Included Leases and the other Trust Assets to the Successor Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Section 10.1 and Section 10.2 shall be paid by the Servicer shall admit (unless the Trustee is acting as the Servicer, in writing its inability to pay its debts generally as they become due, file a petition to take advantage which case the original Servicer) upon presentation of any applicable insolvency or reorganization statute, make an assignment for the benefit reasonable documentation of its creditors or voluntarily suspend payment of its obligationssuch costs and expenses. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period delay in or failure of an additional ten (10) Business Days or under clause (bperformance referred to in subsection 10.1(a) for a period of an additional sixty ten Business Days, or under subsection 10.1(b), (60c) days or (e) for a period of 60 days, in each case without giving effect to any grace period specified in such subsections, shall not constitute a Servicer Default if the such delay or failure giving rise to could not have been prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, communications malfunction, computer malfunction or other electronic system malfunction or similar occurrencecauses. Upon the occurrence of any of these events, The preceding sentence shall not relieve the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor Trustee and the Securityholders Transferor with an Officer's Certificate giving prompt notice of the such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to so perform its obligations.

Servicer Defaults. Each (a) If any of the following shall constitute events (a “Servicer Default”) occurs and is continuing with respect to the Servicer: (ai) any failure by the Servicer to deliver to the Indenture Trustee for make any payment, transfer or deposit in any of the Designated Accounts any required payment or to direct give instructions or to give notice to the Indenture Trustee to make any required distributions therefromsuch payment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the terms of this Agreement, the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicerany Indenture Supplement; (bii) failure on the part of the Servicer duly to duly observe or perform in any material respect any other of its covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially that has an Adverse Effect and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Indenture Owner Trustee or the Owner Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and to the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.01(a), 5.02 and 6.02; (iii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such error has an Adverse Effect on the rights of the Noteholders of any Series (which determination will be made without regard to whether funds are then available pursuant to any Series Enhancement) and such Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders whose the Holders of Notes evidence evidencing not less than 2510% of the Outstanding Amount aggregate unpaid principal amount of the Controlling Class as of the close of the preceding Distribution Date all Notes (or, with respect to any such representation, warranty or if no Notes are Outstandingcertification that does not relate to all Series, by Certificateholders whose Certificates evidence not less than 2510% of the Voting Interests as aggregate unpaid principal amount of the close of the preceding Distribution Date;all Series to which such representation, warranty or certification relates); or (civ) the entry Servicer consents to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, bankruptcy trustee or a conservator or receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, is entered against the Servicer and the continuance of any such decree or order remains in force undischarged or unstayed and in effect for a period of ninety (90) consecutive 60 days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit admits in writing its inability to pay its debts generally as they become due, file files a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an makes any assignment for the benefit of its creditors or voluntarily suspend suspends payment of its obligations; then, in the event of any Servicer Default, so long as the Servicer Default has not been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by notice then given to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, that if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with Section 6.02(c) to act as a Successor Servicer and receives an Officer’s Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee will grant a right of first refusal to the Transferor permitting the Transferor at its option to acquire the Noteholders’ Collateral serviced by the Servicer on the Distribution Date in the next calendar month. The price for the Noteholders’ Collateral will be equal to the sum of the Reassignment Amounts with respect to each outstanding Series in the related Indenture Supplement. The Transferor will notify the Indenture Trustee prior to the Record Date (as defined in the Indenture) for the Distribution Date of the acquisition if it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor will deposit the price into the Collection Account no later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The price will be allocated and distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Interest. (b) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 6.02, all authority and power of the Servicer under this Agreement will pass to and be vested in the Successor Servicer (a "Servicing Transfer”); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections that are held by the Servicer for deposit on the date of transfer, or that have been deposited by the Servicer, in the Collection Account, or that thereafter are received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer will within 20 Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer reasonably requests. To the extent that compliance with this Section requires the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the Servicer deems reasonably necessary to protect its interests. (c) Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under delay in or failure of performance referred to in clause (ai) above for a period of an additional ten (10) Business Days or under clause (bSection 6.01(a) for a period of an additional sixty ten Business Days after the applicable grace period or under clause (60ii) days or (iii) of Section 6.01(a) for a period of 60 Business Days after the applicable grace period, will not constitute a Servicer Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or other a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses outside the reasonable control of the Servicer. Upon the occurrence of any of these events, The preceding sentence will not relieve the Servicer shall not be relieved from using its best all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Servicer shall will provide the Indenture Trustee, the Owner Trustee, the Depositor Transferor and the Securityholders any Series Enhancer with an Officer’s Certificate giving prompt notice of the such failure or delay by it, together with a description of its efforts so to so perform its obligations.

Servicer Defaults. Each If any one of the following shall constitute events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as AHFC is the Servicer) to deliver to the Indenture related Trustee for deposit in any of the Designated Accounts or the Certificate Distribution Account any required payment or to direct the Indenture relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) three Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer or written notice of such failure is (i) received by the Servicer (or the Seller so long as AHFC is the Servicer) from the related Trustee or (ii) provided to the Seller or the Servicer, as the case may be, and to the applicable Trustees by the Holders of Notes or Trust Certificates, as the case may be, evidencing not less than 25% of the Outstanding Amount of the Class A Notes, acting as a single Class or if the Class A Notes are no longer Outstanding, the Class B Notes, or if the Class B Notes are no longer Outstanding, Holders of Trust Certificates evidencing not less than 25% of the Certificate Balance, in each case excluding for the purpose of calculating the Outstanding Amount or the Certificate Balance any Securities held of record or beneficially owned by AHFC, AHRC or any of their Affiliates (provided that such event will not be a Servicer Default if (A) such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 Business Days, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure or delay that includes a description of the Servicer's efforts to remedy such failure or delay); (b) failure on the part of by the Servicer (or the Seller so long as the Servicer is AHFC) duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer (or the Seller, so long as the Servicer is AHFC) set forth in this Agreement (other than Section 4.10)Agreement, the Indenture or the Trust Agreement which failure shall (i) materially and adversely affects affect the rights of Certificateholders or Noteholders or Certificateholders and (ii) continues continue unremedied for a period of ninety (90) 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the Indenture related Trustee or the Owner Trustee, or (B) to the Servicer or the Seller (as the case may be), and to the Indenture Trustee applicable Trustees by the Holders of Notes or Trust Certificates, as the Owner Trustee by Noteholders whose Notes evidence case may be, evidencing not less than 25% of the Outstanding Amount of the Controlling Class A Notes, acting together as of the close of the preceding Distribution Date a single Class, or if no the Class A Notes are no longer Outstanding, by Certificateholders whose the Class B Notes, or if the Class B Notes are no longer Outstanding, Holders of Trust Certificates evidence evidencing not less than 25% of the Voting Interests as Certificate Balance, in each case excluding for the purpose of calculating the close Outstanding Amount or the Certificate Balance any Securities held of the preceding Distribution Date;record or beneficially owned by AHFC, AHRC or any of their Affiliates; or (c) the entry occurrence of an Insolvency Event with respect to the Seller or the Servicer. At any time when a Servicer Default has occurred and is continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes or Trust Certificates, as the case may be, evidencing not less than 51% of the Outstanding Amount of the Class A Notes acting as a single Class (or if the Class A Notes are no longer outstanding, the Class B Notes, or if the Class B Notes are no longer Outstanding, Holders of Trust Certificates evidencing not less than 51% of the Certificate Balance), in each case excluding for the purpose of calculating the Outstanding Amount or the Certificate Balance any Securities held of record or beneficially owned by AHFC, AHRC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 hereof and the rights set forth in Section 6.04 hereof) of the Servicer under this Agreement. By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making any required deposits or payments from or to the Collection Account, Reserve Fund or Payahead Account) for a specified period or permanently. Upon any such waiver of a decree past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or order other default or impair any right consequent thereto. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by a court it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or agency or supervisory authority having jurisdiction in have been deposited by the premises for the appointment of a conservator, receiver or liquidator for the predecessor Servicer, in any insolvency, readjustment of debt, marshalling of assets the Accounts or the Certificate Distribution Account or thereafter received with respect to the Receivables and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent all Payments Ahead that shall at that time by held by the Servicer predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets Successor Servicer and liabilities, or similar proceedings of or relating amending this Agreement to the reflect such succession as Servicer or of or relating pursuant to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there this Section shall be no paid by the predecessor Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period upon presentation of an additional ten (10) Business Days or under clause (b) for a period reasonable documentation of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrencesuch costs and expenses. Upon receipt of notice of the occurrence of any of these eventsa Servicer Default, the Servicer Indenture Trustee shall not be relieved from using its best efforts give notice thereof to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligationseach Rating Agency.

Servicer Defaults. Each of the following shall constitute a “"Servicer Default”": (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or the Lockbox Account or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) three Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer;date when due. (b) failure on the part of the Seller or the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer set forth in the Purchase Agreement, this Agreement (or any of the other than Section 4.10), the Indenture or the Trust Agreement Basic Documents which failure (i) materially and adversely affects the rights of Noteholders the Beneficiaries or Certificateholders the Certificateholders, and (ii) continues unremedied for a period of ninety (90) 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer Seller or the Servicer, as applicable, by the Indenture Trustee or Trustee, if the Owner TrusteeInsurer is the Controlling Party, at the direction of the Insurer, or to the Servicer Seller or the Servicer, as applicable, and to the Indenture Trustee or the Owner either Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateParty; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver receiver, liquidator or liquidator similar official for the Seller or the Servicer, in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) 60 consecutive days; or; (d) the consent by the Seller or the Servicer to the appointment of a conservator or receiver receiver, liquidator or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or of or relating to substantially all of its their respective property; or the Seller or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding ; (e) the foregoing, there shall be no Servicer Default where failure to distribute a Servicer Default would otherwise exist under clause Monthly Report (aor a Servicer's Certificate in lieu of such Monthly Report) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise pursuant to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.Section 4.09

Servicer Defaults. Each (a) If any one of the following shall constitute events (a “Servicer Default”) shall occur and be continuing: (ai) any failure by the Servicer to deliver to the Indenture Trustee for make any payment, transfer or deposit in any of the Designated Accounts any required payment or to direct give instructions or to give notice to the Indenture Trustee to make any required distributions therefromsuch payment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the terms of this Agreement, the Master Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicerany related Indenture Supplement; (bii) failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially has an Adverse Effect and adversely affects the rights of Noteholders or Certificateholders and (ii) which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Owner Trustee or the Owner Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and to the Indenture Trustee by Holders of Notes evidencing not less than 10% of the principal balance of the Outstanding Notes of all Series (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); (iii) or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.02, 5.05 and 5.07; (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders whose the Holders of Notes evidence evidencing not less than 2510% of the Outstanding Amount principal balance of the Controlling Class as Outstanding Notes of the close of the preceding Distribution Date all Series (or, with respect to any such representation, warranty or if no Notes are Outstandingcertification that does not relate to all Series, by Certificateholders whose Certificates evidence not less than 2510% of the Voting Interests as aggregate unpaid principal amount of the close of the preceding Distribution Dateall Series to which such representation, warranty or certification relates); (cv) the entry Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, bankruptcy trustee or a conservator or receiver or liquidator for the Servicer, in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of ninety (90) consecutive 60 days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statuteDebtor Relief Law; or (vi) with respect to a particular Series of Notes, make an assignment for any other Servicer Default described in the benefit of its creditors or voluntarily suspend payment of its obligationsrelated Indenture Supplement. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period delay in or failure of an additional ten (10) Business Days or under clause (bperformance referred to in Section 7.01(a)(i) for a period of an additional sixty ten Business Days after the applicable grace period or under Section 7.01(a)(ii) or (60a)(iii) days for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or other the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses. Upon the occurrence of any of these events, The preceding sentence shall not relieve the Servicer shall not be relieved from using its best all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Servicer shall provide the Indenture TrusteeTrustees, the Owner Trustee, the Depositor each Transferor and the Securityholders any Series Enhancer with an Officer’s Certificate giving prompt notice of the such failure or delay by it, together with a description of its efforts so to so perform its obligations. (b) Upon the occurrence of a Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% of the principal balance of the Outstanding Notes of all Series (or, with respect to any such Servicer Default that does not relate to all Series, 50% of the principal balance of the Outstanding Notes of all Series to which such Servicer Default relates), by notice then given to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement with respect to all Notes or the Notes of one or more affected Series; provided, however, if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with Section 7.02(c) to act as a Successor Servicer and receives an Officer’s Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall grant a right of first refusal to the Transferor which would permit the Transferor at its option to acquire the Notes on the Distribution Date in the next calendar month. The price for the Notes shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution Date of the acquisition if it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the price into the Collection Account not later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The price shall be allocated and distributed to Noteholders in accordance with the terms of the Master Indenture and each Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 7.02, all authority and power of the Servicer under this Agreement with respect to all Notes or the Notes of one or more affected Series shall pass to and be vested in the Successor Servicer (each, a “Service Transfer”); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests.

Servicer Defaults. Each (a) If any one of the following shall constitute a “events ("Servicer Default”") shall occur and be continuing: (ai) any Any failure by the Servicer to deliver remit to the Indenture Trustee for deposit in or the Transferor, as applicable, any payment required to be made under the terms of the Designated Accounts any required payment or to direct Certificates, the Indenture Trustee to make any required distributions therefrom, Transferor's Interest and this Agreement which failure continues unremedied for a period of five (5) Business Days after the date upon which written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure shall have been given to the Servicer by an officer the Trustee or to the Servicer and the Trustee by Certificateholders evidencing not less than 51% of the Serviceraggregate Percentage Interests of the Certificates or by the Certificate Insurer; (bii) failure Failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement Agreement, which covenants and agreements (other than Section 4.10), the Indenture or the Trust Agreement which failure (iA) materially and adversely affects affect the rights of Noteholders or Certificateholders and (iiB) continues continue unremedied for a period of ninety sixty (9060) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence Certificateholders evidencing not less than 2551% of the Outstanding Amount aggregate Percentage Interests of the Controlling Class as of Certificateholders or by the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateCertificate Insurer; (ciii) The entry against the entry Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation Liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety sixty (9060) consecutive days; or (div) the The consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors creditors, or voluntarily suspend payment of its obligations. Notwithstanding the foregoing; then, there shall be no Servicer Default where and in each and every such case, so long as a Servicer Default would otherwise exist shall not have been remedied by the Servicer, either the Trustee (with the consent of the Certificate Insurer, which consent shall not be unreasonably withheld), or Certificateholders evidencing not less than 51% of the aggregate Percentage Interests of the Certificates (with the consent of the Certificate Insurer, which consent shall not be unreasonably withheld) or the Certificate Insurer, by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders or the Certificate Insurer) may terminate all of the rights and obligations of the Servicer as servicer under clause (a) above for a period of an additional ten (10) Business Days or under clause this Agreement. (b) for a period Any written notice of an additional sixty (60) days if the delay or failure giving rise termination provided to the Servicer Default was caused under this Section shall be simultaneously provided to the Certificate Insurer and the Rating Agencies. On or after the receipt by an act the Servicer of God such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates or the Home Equity Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other similar occurrenceinstruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Home Equity Loans and related documents, or otherwise. Upon The Servicer agrees to cooperate with the occurrence Trustee in effecting the termination of any the responsibilities and rights of these eventsthe Servicer hereunder, including the transfer to the Trustee for the administration by it of all cash amounts that shall have been deposited by the Servicer into the Collection Account or the Certificate Account, or thereafter received by the Servicer with respect to the Home Equity Loans. Notwithstanding such termination, the Servicer shall not be relieved from using entitled to receive any amounts that are then, or, notwithstanding the termination of its best efforts activities as servicer, may become, payable to perform its obligations in a timely manner in accordance with the terms of Servicer under this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall ----------------- constitute a “"Servicer Default”:" (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Applicable Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Seller or the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer set forth in the Purchase Agreement, this Agreement (or any of the other than Section 4.10), the Indenture or the Trust Agreement Further Transfer and Servicing Agreements which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Financial Parties, and (ii) continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee Seller or the Owner Servicer, as applicable, by either Trustee, or to the Servicer Seller or the Servicer, as applicable, and to the Indenture Trustee or the Owner either Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class Voting Notes as of the close of the preceding Distribution Date or (or, if no the Notes are Outstandinghave been paid in full and the Indenture has been discharged in accordance with its terms, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests ownership interest in the Trust as of the close of the preceding Distribution Date); (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Seller or the Servicer, in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) 60 consecutive days; or (d) the consent by the Seller or the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or of or relating to substantially all of its their respective property; or the Seller or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each If any one of the following shall constitute events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrompayment, transfer or deposit under the terms of this Agreement, the Indenture or any Indenture Supplement, or to give instructions or notice to the Note Administrator to make such payment, transfer or deposit, which failure continues unremedied for a period of five (5) Business Days after written notice is received following receipt by the Servicer of written notice of such failure from the Transferor, the O/C Holder, the Note Administrator or the Indenture Trustee or after the Owner Trustee or after discovery Servicer obtains Knowledge of such failure by an officer of the Servicerfailure; (b) failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially has an Adverse Effect and adversely affects the rights of Noteholders or Certificateholders and (ii) which continues unremedied for a period of ninety sixty (9060) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee, the Indenture Trustee or the O/C Holder, or to the Servicer, the Owner Trustee, the Indenture Trustee and the O/C Holder by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of ninety (90) days after the date on which notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and to the Indenture Trustee or by the Owner Trustee by Noteholders whose Holders of Notes evidence evidencing not less than 2510% of the Outstanding Amount aggregate unpaid principal amount of the Controlling Class as of the close of the preceding Distribution Date all Notes (or, with respect to any such representation, warranty or if no Notes are Outstandingcertification that does not relate to all Series, by Certificateholders whose Certificates evidence not less than 2510% of the Voting Interests as aggregate unpaid principal amount of the close of the preceding Distribution Date;all Series to which such representation, warranty or certification relates); or (cd) the entry Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, bankruptcy trustee or a conservator or receiver or liquidator for the Servicer, in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, the Indenture Trustee or the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, or, if all the Notes of a Series have been paid in full, the O/C Holder, by notice then given to the Servicer, the O/C Holder, the Note Administrator, the Certificate Trustee, the Certificate Administrator and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Note Administrator, on behalf of the Indenture Trustee pursuant to Section 7.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”); and, without limitation, the Note Administrator and the Indenture Trustee are hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments necessary or appropriate to effect the Service Transfer that are prepared by and at the expense of the Servicer. The Servicer agrees to cooperate with the Indenture Trustee, the Note Administrator and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall within twenty (20) Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. Any and all costs incurred in connection with the transfer of servicing shall be included as Program Expenses. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, there a delay in or failure of performance referred to in paragraphs (a), (b) and (c) above after the applicable grace period, if any, as a consequence of an act of God, fire, explosion, terrorism, widespread or continued public utility failure, major accident, flood, embargo, war, nuclear disaster, riot, labor dispute, termination or interruption of service from third party vendors whose services are material to the performance by the Servicer of its obligations under this Agreement, earthquake, severe weather or failures of the Federal Reserve Bank shall be no Servicer Default where not constitute a Servicer Default would otherwise exist under clause (a) above for a during the period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if such disability. In the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence event of any of these eventssuch force majeure occurrence as set forth in this paragraph, the Servicer shall not be relieved from using its best use commercially reasonable efforts to perform meet its obligations in a timely manner in accordance with the terms of under this Agreement. In the case of any such occurrence, and the Servicer shall provide promptly and in writing advise the Indenture Trustee, the Note Administrator, the Certificate Trustee, the Certificate Administrator, the Owner Trustee, the Depositor Transferor, the O/C Holder and any Series Enhancer if it is unable to perform due to a force majeure event, the Securityholders prompt notice expected duration of such inability to perform and of any developments (or changes therein) that appear likely to affect the ability of the failure or delay by it, together with a description Servicer to perform any of its efforts to so perform its obligationsobligations hereunder in whole or in part.

Servicer Defaults. Each (a) If any of the following shall constitute events (a “"Servicer Default”") occurs and is continuing with respect to the Servicer: (ai) any failure by the Servicer to deliver to the Indenture Trustee for make any payment, transfer or deposit in any of the Designated Accounts any required payment or to direct give instructions or to give notice to the Indenture Trustee to make any required distributions therefromsuch payment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the terms of this Agreement the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicerany Indenture Supplement; (bii) failure on the part of the Servicer duly to duly observe or perform in any material respect any other of its covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially that has an Adverse Effect and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Indenture Owner Trustee or the Owner Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and to the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.01(a) and 5.02; (iii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Series (which determination will be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders whose the Holders of Notes evidence evidencing not less than 2510% of the Outstanding Amount aggregate unpaid principal amount of the Controlling Class as of the close of the preceding Distribution Date all Notes (or, with respect to any such representation, warranty or if no Notes are Outstandingcertification that does not relate to all Series, by Certificateholders whose Certificates evidence not less than 2510% of the Voting Interests as aggregate unpaid principal amount of the close of the preceding Distribution Date;all Series to which such representation, warranty or certification relates); or (civ) the entry Servicer consents to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, bankruptcy trustee or a conservator or receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, is entered against the Servicer and the continuance of any such decree or order remains in force undischarged or unstayed and in effect for a period of ninety (90) consecutive 60 days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit admits in writing its inability to pay its debts generally as they become due, file files a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an makes any assignment for the benefit of its creditors or voluntarily suspend suspends payment of its obligations; then, in the event of any Servicer Default, so long as the Servicer Default has not been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by notice then given to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a "Termination Notice"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, that if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with Section 6.02(c) to act as a Successor Servicer and receives an Officer's Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee will grant a right of first refusal to the Transferor which would permit the Transferor at its option to acquire the Noteholders' Collateral serviced by the Servicer on the Distribution Date in the next calendar month. The price for the Noteholders' Collateral will be equal to the sum of the Reassignment Amounts with respect to each outstanding Series in the related Indenture Supplement. The Transferor will notify the Indenture Trustee prior to the Record Date for the Distribution Date of the acquisition if it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor will deposit the price into the Collection Account not later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The price will be allocated and distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Interest. (b) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 6.02, all authority and power of the Servicer under this Agreement will pass to and be vested in the Successor Servicer (a "Servicing Transfer"); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections that are held by the Servicer for deposit on the date of transfer, or that have been deposited by the Servicer, in the Collection Account, or that thereafter are received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer will within 20 Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer reasonably requests. To the extent that compliance with this Section requires the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the Servicer deems reasonably necessary to protect its interests. (c) Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under delay in or failure of performance referred to in clause (ai) above for a period of an additional ten (10) Business Days or under clause (bSection 6.01(a) for a period of an additional sixty ten Business Days after the applicable grace period or under clause (60ii) days or (iii) of Section 6.01(a) for a period of 60 Business Days after the applicable grace period, will not constitute a Servicer Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or other a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses outside the reasonable control of the Servicer. Upon the occurrence of any of these events, The preceding sentence will not relieve the Servicer shall not be relieved from using its best all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Servicer shall will provide the Indenture Trustee, the Owner Trustee, the Depositor Transferor and the Securityholders any Series Enhancer with an Officer's Certificate giving prompt notice of the such failure or delay by it, together with a description of its efforts so to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts ABLT Collection Account any required payment or to direct the ABLT Indenture Trustee to make any required distributions therefromfrom the ABLT Designated Accounts under any Transaction Document, which failure continues unremedied for a period of five (5) Business Days after the earlier of (x) the date on which written notice is received by the Servicer from the Indenture Trustee or the ABLT Owner Trustee or after ABLT Indenture Trustee and (y) discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.102.12(c)), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders the Secured Noteholders, and (ii) continues unremedied for a period of ninety (90) days after the earlier of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer and (y) discovery of such failure by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% an officer of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateServicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Allocation Agreement and the Servicer shall provide the ABLT Indenture Trustee, the ABLT Owner Trustee, the Depositor ACOL LLC and the Securityholders AART Indenture Trustee, as holder of the Secured Notes, prompt notice of the that failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each If any one of the following shall constitute events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture related Trustee for deposit in any of the Designated Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) three Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the ServicerServicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Holders of Notes, evidencing not less than [___]% of the Outstanding Amount of the Notes; (b) failure on the part of by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement (or any other than Section 4.10)Basic Document, the Indenture or the Trust Agreement which failure shall (i) materially and adversely affects affect the rights of Certificateholders or Noteholders or Certificateholders and (ii) continues continue unremedied for a period of ninety (90) 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the Indenture related Trustee or the Owner Trustee, or (B) to the Servicer or the Seller (as the case may be), and to the Indenture Trustee or the Owner related Trustee by Noteholders whose Notes evidence the Holders of Notes, evidencing not less than 25[___]% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date;Notes; or (c) the entry occurrence of a decree an Insolvency Event with respect to the Seller or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs; then, and the continuance of any such decree or order unstayed in each and in effect for a period of ninety (90) consecutive days; or (d) the consent by every case, so long as the Servicer to Default shall not have been remedied, either the appointment Indenture Trustee or the Holders of a conservator or receiver or liquidator Notes evidencing not less than [___]% of the Outstanding Amount of the Notes (or, if the Notes have been paid in any insolvencyfull and the Indenture has been discharged in accordance with its terms, readjustment by holders of debt, marshalling Certificates evidencing not less than [___]% of assets and liabilities, or similar proceedings of or relating the Percentage Interests) by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or relating after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to substantially all of its property; the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer shall admit in writing its inability as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to pay its debts generally as they become dueexecute and deliver, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors the predecessor Servicer, as attorney-in-fact or voluntarily suspend payment otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of its obligationssuch notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. Notwithstanding The predecessor Servicer shall cooperate with the foregoingSuccessor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, there including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Certificate Distribution Account or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time by held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be no paid by the predecessor Servicer Default where upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default would otherwise exist shall constitute an expense of administration under clause (a) above for a period Title 11 of an additional ten (10) Business Days the United States Bankruptcy Code or under clause (b) for a period of an additional sixty (60) days if the delay any other applicable Federal or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrenceState bankruptcy laws. Upon receipt of notice of the occurrence of any of these eventsa Servicer Default, the Servicer Indenture Trustee shall not be relieved from using its best efforts give notice thereof to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligationseach Rating Agency.

Servicer Defaults. Each (a) If any of the following shall constitute events (a “"Servicer Default”") occurs and is continuing with respect to the Servicer: (ai) any failure by the Servicer to deliver to the Indenture Trustee for make any payment, transfer or deposit in any of the Designated Accounts any required payment or to direct give instructions or to give notice to the Indenture Trustee to make any required distributions therefromsuch payment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the terms of this Agreement, the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicerany Indenture Supplement; (bii) failure on the part of the Servicer duly to duly observe or perform in any material respect any other of its covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially that has an Adverse Effect and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Indenture Owner Trustee or the Owner Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and to the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.01(a), 5.02 and 6.02; (iii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such error has an Adverse Effect on the rights of the Noteholders of any Series (which determination will be made without regard to whether funds are then available pursuant to any Series Enhancement) and such Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders whose the Holders of Notes evidence evidencing not less than 2510% of the Outstanding Amount aggregate unpaid principal amount of the Controlling Class as of the close of the preceding Distribution Date all Notes (or, with respect to any such representation, warranty or if no Notes are Outstandingcertification that does not relate to all Series, by Certificateholders whose Certificates evidence not less than 2510% of the Voting Interests as aggregate unpaid principal amount of the close of the preceding Distribution Date;all Series to which such representation, warranty or certification relates); or (civ) the entry Servicer consents to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, bankruptcy trustee or a conservator or receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, is entered against the Servicer and the continuance of any such decree or order remains in force undischarged or unstayed and in effect for a period of ninety (90) consecutive 60 days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit admits in writing its inability to pay its debts generally as they become due, file files a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an makes any assignment for the benefit of its creditors or voluntarily suspend suspends payment of its obligations; then, in the event of any Servicer Default, so long as the Servicer Default has not been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by notice then given to the Servicer, the Back-up Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a "Termination Notice"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, that if within 60 days of receipt of a Termination Notice the Back-up Servicer has not succeeded to the rights and obligations of the Servicer, a Successor Servicer has not been appointed and the Indenture Trustee has not received any bids from Eligible Servicers to act as a Successor Servicer in accordance with Section 6.02(c) and the Indenture Trustee receives an Officer's Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee will grant a right of first refusal to the Transferor permitting the Transferor at its option to acquire the Noteholders' Collateral serviced by the Servicer on the Distribution Date in the next calendar month. The price for the Noteholders' Collateral will be equal to the sum of the Reassignment Amounts with respect to each outstanding Series in the related Indenture Supplement. The Transferor will notify the Indenture Trustee prior to the Record Date (as defined in the Indenture) for the Distribution Date of the acquisition if it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor will deposit the price into the Collection Account no later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The price will be allocated and distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Interest. (b) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 6.02, all authority and power of the Servicer under this Agreement will pass to and be vested in the Successor Servicer (a "Servicing Transfer"); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections that are held by the Servicer for deposit on the date of transfer, or that have been deposited by the Servicer, in the Collection Account, or that thereafter are received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer will within 20 Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer reasonably requests. To the extent that compliance with this Section requires the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the Servicer deems reasonably necessary to protect its interests. (c) Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under delay in or failure of performance referred to in clause (ai) above for a period of an additional ten (10) Business Days or under clause (bSection 6.01(a) for a period of an additional sixty ten Business Days after the applicable grace period or under clause (60ii) days or (iii) of Section 6.01(a) for a period of 60 Business Days after the applicable grace period, will not constitute a Servicer Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or other a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses outside the reasonable control of the Servicer. Upon the occurrence of any of these events, The preceding sentence will not relieve the Servicer shall not be relieved from using its best all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Servicer shall will provide the Indenture Trustee, the Owner Trustee, the Depositor Transferor, the Back-up Servicer and the Securityholders any Series Enhancer with an Officer's Certificate giving prompt notice of the such failure or delay by it, together with a description of its efforts so to so perform its obligations.

Servicer Defaults. Each If any one of the following shall constitute events (a “----------------- "Servicer Default”:") shall occur and be continuing: ---------------- (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the Indenture Trustee for deposit in any of the Designated Accounts any required payment pursuant to Article IV or to direct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of five (5) withdrawal, or payment under ---------- any Enhancement on or before the date occurring three Business Days after written the date such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the Indenture Trustee or the Owner Trustee or after discovery terms of such failure by an officer of the Servicer;this Agreement; or (b) failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10)which has a material adverse effect on the Certificateholders, the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) 30 days after the earlier to occur of (i) knowledge by a Responsible Officer of the Servicer of such failure, or (ii) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 25% of the Outstanding Investor Amount of any Series affected thereby; or the Controlling Class Servicer's delegation of its duties under this Agreement except as permitted by Section 8.7; or ----------- (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the close Certificateholders and which continues to be incorrect in any material respect for a period of 30 days after the earlier to occur of (i) knowledge of same by a Responsible Officer of the preceding Distribution Date Servicer, or if no Notes are Outstanding(ii) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by Certificateholders whose the Holders of Investor Certificates evidence evidencing Undivided Interests aggregating not less than 25% of the Voting Interests as Investor Amount of any Series affected thereby, or if such failure cannot be cured within such 30-day period owing to causes beyond the close control of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment if Servicer shall fail to proceed promptly to cure the same and prosecute the curing of debt, marshalling of assets such failure with diligence and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive dayscontinuity; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability (i) become insolvent, (ii) fail to pay its debts generally as they become due, file a petition to take advantage (iii) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any applicable insolvency Debtor Relief Law, or reorganization statute(iv) become a party to (or be made the subject of) any proceeding provided for by any Debtor Relief Law, make an assignment for other than as a creditor or claimant, and, in the benefit of event such proceeding is involuntary, the petition instituting same is not dismissed within 60 days after its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoingfiling; then, there shall be no so long as such Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period shall not have been remedied, either the Trustee, or the Holders of an additional ten (10) Business Days or under clause (b) for a period Investor Certificates evidencing Undivided Interests aggregating greater than 50% of an additional sixty (60) days if the delay or failure giving rise Investor Amount of any Series affected thereby, by notice then given in writing to the Servicer Default was caused (and to the Trustee if given by an act the Investor Certificateholders) (a "Termination ----------- Notice"), may terminate all of God the rights and obligations of the Servicer ------ as Servicer under this Agreement and in and to the Receivables and the proceeds thereof (other than its rights and interest, if any, as holder of the Seller Interest under this Agreement). After receipt by the Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority ------------ and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in any Collection Account, Finance Charge Account or other similar occurrenceInvestor Account, or the Principal Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds. Upon The Servicer shall promptly transfer its electronic records relating to the occurrence Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to ------------ the Successor Servicer information of any of these eventskind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall not be relieved from using deem necessary to protect its best efforts to perform its obligations in a timely manner in accordance with interest. The Servicer shall, on the terms date of this Agreementany servicing transfer, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description transfer all of its efforts rights and obligations, if any, in respect of any Enhancement to so perform its obligationsthe Successor Servicer.

Servicer Defaults. Each (a) If any of the following shall constitute events (a “Servicer Default”) occurs and is continuing with respect to the Servicer: (ai) any failure by the Servicer to deliver to the Indenture Trustee for make any payment, transfer or deposit in any of the Designated Accounts any required payment or to direct give instructions or to give notice to the Indenture Trustee to make any required distributions therefromsuch payment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the terms of this Agreement, the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicerany Indenture Supplement; (bii) failure on the part of the Servicer duly to duly observe or perform in any material respect any other of its covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially that has an Adverse Effect and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Indenture Owner Trustee or the Owner Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and to the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.01(a), 5.02 and 6.02; (iii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such error has an Adverse Effect on the rights of the Noteholders of any Series (which determination will be made without regard to whether funds are then available pursuant to any Series Enhancement) and such Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders whose the Holders of Notes evidence evidencing not less than 2510% of the Outstanding Amount aggregate unpaid principal amount of the Controlling Class as of the close of the preceding Distribution Date all Notes (or, with respect to any such representation, warranty or if no Notes are Outstandingcertification that does not relate to all Series, by Certificateholders whose Certificates evidence not less than 2510% of the Voting Interests as aggregate unpaid principal amount of the close of the preceding Distribution Date;all Series to which such representation, warranty or certification relates); or (civ) the entry Servicer consents to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, bankruptcy trustee or a conservator or receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, is entered against the Servicer and the continuance of any such decree or order remains in force undischarged or unstayed and in effect for a period of ninety (90) consecutive 60 days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit admits in writing its inability to pay its debts generally as they become due, file files a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an makes any assignment for the benefit of its creditors or voluntarily suspend suspends payment of its obligations; then, in the event of any Servicer Default, so long as the Servicer Default has not been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by notice then given to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, that if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with Section 6.02(c) to act as a Successor Servicer and receives an Officer’s Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee will grant a right of first refusal to the Transferor permitting the Transferor at its option to acquire the Noteholders’ Collateral serviced by the Servicer on the Distribution Date in the next calendar month. The price for the Noteholders’ Collateral will be equal to the sum of the Reassignment Amounts with respect to each outstanding Series in the related Indenture Supplement. The Transferor will notify the Indenture Trustee prior to the Record Date (as defined in the Indenture) for the Distribution Date of the acquisition if it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor will deposit the price into the Collection Account no later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The price will be allocated and distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Interest. (b) After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 6.02, all authority and power of the Servicer under this Agreement will pass to and be vested in the Successor Servicer (a “Servicing Transfer”); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections that are held by the Servicer for deposit on the date of transfer, or that have been deposited by the Servicer, in the Collection Account, or that thereafter are received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer will within 20 Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer reasonably requests. To the extent that compliance with this Section requires the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the Servicer deems reasonably necessary to protect its interests. (c) Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under delay in or failure of performance referred to in clause (ai) above for a period of an additional ten (10) Business Days or under clause (bSection 6.01(a) for a period of an additional sixty ten Business Days after the applicable grace period or under clause (60ii) days or (iii) of Section 6.01(a) for a period of 60 Business Days after the applicable grace period, will not constitute a Servicer Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or other a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses outside the reasonable control of the Servicer. Upon the occurrence of any of these events, The preceding sentence will not relieve the Servicer shall not be relieved from using its best all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Servicer shall will provide the Indenture Trustee, the Owner Trustee, the Depositor Transferor and the Securityholders any Series Enhancer with an Officer’s Certificate giving prompt notice of the such failure or delay by it, together with a description of its efforts so to so perform its obligations.

Servicer Defaults. Each If any one of the following shall constitute events (a “----------------- "Servicer Default”:") shall occur and be continuing: ---------------- (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or notice to the Indenture Trustee for deposit in any of the Designated Accounts any required payment pursuant to Article IV ---------- or to direct the Indenture Trustee to make any required distributions therefromdrawing, which failure continues unremedied for a period of five (5) withdrawal, or payment under any Enhancement on or before the date occurring three Business Days after written the date such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the Indenture Trustee or the Owner Trustee or after discovery terms of such failure by an officer of the Servicer;this Agreement; or (b) failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10)which has a material adverse effect on the Certificateholders, the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of ninety (90) 30 days after the earlier to occur of (i) knowledge by a Responsible Officer of the Servicer of such failure, or (ii) the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 25% of the Outstanding Investor Amount of any Series affected thereby; or the Controlling Class Servicer's delegation of its duties under this Agreement except as permitted by Section 8.7; or ----------- (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the close Certificateholders and which continues to be incorrect in any material respect for a period of 30 days after the earlier to occur of (i) knowledge of same by a Responsible Officer of the preceding Distribution Date Servicer, or if no Notes are Outstanding(ii) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by Certificateholders whose the Holders of Investor Certificates evidence evidencing Undivided Interests aggregating not less than 25% of the Voting Interests as Investor Amount of any Series affected thereby, or if such failure cannot be cured within such 30-day period owing to causes beyond the close control of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment if Servicer shall fail to proceed promptly to cure the same and prosecute the curing of debt, marshalling of assets such failure with diligence and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive dayscontinuity; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability (i) become insolvent, (ii) fail to pay its debts generally as they become due, file a petition to take advantage (iii) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any applicable insolvency Debtor Relief Law, or reorganization statute(iv) become a party to (or be made the subject of) any proceeding provided for by any Debtor Relief Law, make an assignment for other than as a creditor or claimant, and, in the benefit of event such proceeding is involuntary, the petition instituting same is not dismissed within 60 days after its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoingfiling; then, there shall be no so long as such Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period shall not have been remedied, either the Trustee, or the Holders of an additional ten (10) Business Days or under clause (b) for a period Investor Certificates evidencing Undivided Interests aggregating greater than 50% of an additional sixty (60) days if the delay or failure giving rise Investor Amount of any Series affected thereby, by notice then given in writing to the Servicer Default was caused (and to the Trustee if given by an act the Investor Certificateholders) (a "Termination Notice"), may ------------------ terminate all of God the rights and obligations of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof (other than its rights and interest, if any, as holder of the Seller Interest under this Agreement). After receipt by the Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this ------------ Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in any Collection Account, Finance Charge Account or other similar occurrenceInvestor Account, or the Principal Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds. Upon The Servicer shall promptly transfer its electronic records relating to the occurrence Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer ------------ information of any of these eventskind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall not be relieved from using deem necessary to protect its best efforts to perform its obligations in a timely manner in accordance with interest. The Servicer shall, on the terms date of this Agreementany servicing transfer, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description transfer all of its efforts rights and obligations, if any, in respect of any Enhancement to so perform its obligationsthe Successor Servicer.

Servicer Defaults. Each (a) Definition. Any of the following shall events will constitute a “"Servicer Default”" pursuant to this Agreement: (ai) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any payment, transfer or deposit or deliver any Monthly Statement or Annual Statement which continues beyond the second Business Day after the date upon which such payment, transfer, or delivery is required distributions therefrom, which to be made pursuant to this Agreement; (ii) any failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants covenant or agreements agree- (iii) any delegation of the Servicer's duties pursuant to this Agreement, except as permitted pursuant to Section 9.6; (iv) any representation, warranty or certification made by the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust in any certificate delivered pursuant to this Agreement which failure (i) materially proves to have been incorrect in any material respect when made and adversely affects such incorrect statement has a material and adverse effect on the rights of Noteholders or Certificateholders the Holders and (ii) continues unremedied to be incorrect in any material respect for a period of ninety (90) thirty days after the earlier of (a) the date on which written notice of demand that such failure, requiring the same to incorrect statement be remedied, shall have been remedied is given to the Servicer by the Indenture Trustee or the Owner Trustee, or to Holders of Notes evidencing, in the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less aggregate, more than 2550% of the Outstanding Amount sum of the Controlling then Outstanding Class as A Principal Balance and the then Outstanding Class B Principal Balance or (b) the date on which a Responsible Officer of the close Servicer becomes aware of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive daysincorrect statement; or (dA) the consent by the Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, liabilities or similar proceedings proceeding of or relating to the Servicer or of all or relating to substantially all of its property; Property, (B) a decree or order of a court or agency or supervisory authority having proper jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of the Servicer's affairs, is entered against the Servicer shall admit and such decree or order remains in force undischarged or unstayed for a period of 60 days, or (C) the Servicer admits in writing its inability to pay pay, or fails to pay, its debts generally as they become due, file files a petition or commences any case or proceeding to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an makes any assignment for the benefit of its creditors or voluntarily suspend suspends payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each (a) If any one of the following shall constitute events (a “"Servicer Default”") shall occur and be continuing: (ai) any failure by the Servicer to deliver to the Indenture Trustee for make any payment, transfer or deposit in any of the Designated Accounts any required payment or to direct give instructions or to give notice to the Indenture Trustee to make any required distributions therefromsuch payment, which failure continues unremedied for a period of transfer or deposit on or before the date occurring five (5) Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the terms of this Agreement, the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicerany Indenture Supplement; (bii) failure on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10), the Indenture or the Trust Agreement which failure (i) materially has an Adverse Effect and adversely affects the rights of Noteholders or Certificateholders and (ii) which continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Owner Trustee or the Owner Indenture Trustee, or to the Servicer Servicer, the Owner Trustee and to the Indenture Trustee by Holders of Notes evidencing not less than 10% of the aggregate unpaid principal amount of all Notes (or, with respect to any such failure that does not relate to all Series, 10% of the aggregate unpaid principal amount of all Series to which such failure relates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.02 and 5.07; (iii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect continues for a period of 60 days after the date on which notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders whose the Holders of Notes evidence evidencing not less than 2510% of the Outstanding Amount aggregate unpaid principal amount of the Controlling Class as of the close of the preceding Distribution Date all Notes (or, with respect to any such representation, warranty or if no Notes are Outstandingcertification that does not relate to all Series, by Certificateholders whose Certificates evidence not less than 2510% of the Voting Interests as aggregate unpaid principal amount of the close of the preceding Distribution Dateall Series to which such representation, warranty or certification relates); (civ) the entry Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, bankruptcy trustee or a conservator or receiver or liquidator for the Servicer, in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of ninety sixty (9060) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (v) any other Servicer Default described in the related Indenture Supplement. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period delay in or failure of an additional ten (10) Business Days or under clause (bperformance referred to in Section 7.01(a)(i) for a period of an additional sixty ten Business Days after the applicable grace period or under Section 7.01(a)(ii) or (60a)(iii) days for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer Default and such delay or failure was caused by an act of God or other the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses. Upon the occurrence of any of these events, The preceding sentence shall not relieve the Servicer shall not be relieved from using its best all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor each Transferor and the Securityholders any Series Enhancer with an Officer's Certificate giving prompt notice of the such failure or delay by it, together with a description of its efforts so to so perform its obligations. (b) Upon the occurrence of a Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all Notes, by notice then given to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a "Termination Notice"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with Section 7.02(c) to act as a Successor Servicer and receives an Officer's Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall grant a right of first refusal to the Transferor which would permit the Transferor at its option to acquire the Notes on the Distribution Date in the next calendar month. The price for the Notes shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the Distribution Date of the acquisition if it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the price into the Collection Account not later than 1:00 p.m., New York City time, on such Distribution Date in immediately available funds. The price shall be allocated and distributed to Noteholders in accordance with the terms of the Indenture and each Indenture Supplement.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.10)Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Certificateholders, and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the Pooling and Servicing Agreement and this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts ACOLT Collection Account any required payment or to direct the ACOLT Indenture Trustee to make any required distributions therefromfrom the ACOLT Designated Accounts under any Transaction Document, which failure continues unremedied for a period of five (5) Business Days after the earlier of (x) the date on which written notice is received by the Servicer from the Indenture Trustee or the ACOLT Owner Trustee or after ACOLT Indenture Trustee and (y) discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.102.12(c)), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders the Secured Noteholders, and (ii) continues unremedied for a period of ninety (90) days after the earlier of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer and (y) discovery of such failure by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% an officer of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateServicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Sale and Contribution Agreement and the Servicer shall provide the ACOLT Indenture Trustee, the ACOLT Owner Trustee, the Depositor ACOL LLC and the Securityholders AART Indenture Trustee, as holder of the Secured Notes, prompt notice of the that failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “"Servicer Default”:" (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Applicable Trustee or after discovery of such failure by an officer of the Servicer; (b) failure on the part of the Seller or the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer set forth in the Purchase Agreement, this Agreement (or any of the other than Section 4.10), the Indenture or the Trust Agreement Further Transfer and Servicing Agreements which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders Securityholders, and (ii) continues unremedied for a period of ninety (90) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee Seller or the Owner Servicer, as applicable, by either Trustee, or to the Servicer Seller or the Servicer, as applicable, and to the Indenture Trustee or the Owner either Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class Voting Notes as of the close of the preceding Distribution Date or (or, if no the Notes are Outstandinghave been paid in full and the Indenture has been discharged in accordance with its terms, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests ownership interest in the Trust as of the close of the preceding Distribution Date); (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Seller or the Servicer, in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) 60 consecutive days; or (d) the consent by the Seller or the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or of or relating to substantially all of its their respective property; or the Seller or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts AFLT Collection Account any required payment or to direct the AFLT Indenture Trustee to make any required distributions therefromfrom the AFLT Designated Accounts under any Transaction Document, which failure continues unremedied for a period of five (5) Business Days after the earlier of (x) the date on which written notice is received by the Servicer from the Indenture Trustee or the AFLT Owner Trustee or after AFLT Indenture Trustee and (y) discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (other than Section 4.102.12(c)), the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders the Secured Noteholders, and (ii) continues unremedied for a period of ninety (90) days after the earlier of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer and (y) discovery of such failure by the Indenture Trustee or the Owner Trustee, or to the Servicer and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% an officer of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateServicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of an additional ten (10) Business Days or under clause (b) for a period of an additional sixty (60) days if the delay or failure giving rise to the Servicer Default default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, Agreement and the Sale and Contribution Agreement and the Servicer shall provide the AFLT Indenture Trustee, the AFLT Owner Trustee, the Depositor COL II LLC and the Securityholders CARAT Indenture Trustee, as holder of the Secured Notes, prompt notice of the that failure or delay by it, together with a description of its efforts to so perform its obligations.

Servicer Defaults. Each of the following shall constitute a “Servicer Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or the Lockbox Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three (53) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicerdate when due; (b) failure on the part of the Transferor or the Servicer to duly observe or perform in any material respect any other of their respective covenants or agreements of the Servicer set forth in the Purchase Agreement, this Agreement (or any of the other than Section 4.10), the Indenture or the Trust Agreement Basic Documents which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders the Beneficiaries, and (ii) continues unremedied for a period of ninety thirty (9030) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer Transferor or the Servicer, as applicable, by the Indenture Trustee or (acting at the Owner Trusteedirection of the Administrative Agent), or to the Servicer Transferor or the Servicer, as applicable, and to the Indenture Trustee or by the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or if no Notes are Outstanding, by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution DateAdministrative Agent; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver receiver, liquidator or liquidator similar official for the Transferor or the Servicer, in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety sixty (9060) or more consecutive days; or; (d) the consent by the Transferor or the Servicer to the appointment of a conservator or receiver receiver, liquidator or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities, or similar proceedings of or relating to the Transferor or the Servicer or of or relating to substantially all of its their respective property; or the Transferor or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding ; (e) the foregoingfailure to distribute a Servicer’s Certificate pursuant to the terms of Section 3.10 or Section 5.08 within three (3) Business Days after the related Determination Date provided, there shall however, that in the event such failure is caused by an occurrence out of the reasonable control of the Servicer and is consented to by the Noteholders (such consent not to be no Servicer Default where unreasonably withheld), then a Servicer Default would otherwise exist under clause (a) above for a period of will not occur if such failure is cured within an additional ten two (102) Business Days Days, such exception to be limited to one time per twelve (12) months during the life of this Agreement; (f) any assignment of rights or delegation of duties by the Servicer in violation of this Agreement; (g) any material adverse change in the properties, business or condition (financial or otherwise) of the Servicer or the existence of any other condition which, in each case, constitutes, in the reasonable discretion of the Administrative Agent (acting at the direction of the Special Required Noteholders) a material impairment of the Servicer’s ability to perform its obligations under clause this Agreement; provided that a change in the value of any Loan or Receivable shall not result in a Servicer Default under this subsection (bg); (h) the first to occur of (i) an event of default by the Servicer or its Affiliate, as applicable, in the performance of any term, provision or condition of any indebtedness for borrowed money in excess of $5,000,000, which event of default other than a period of payment default is neither waived pursuant to an additional unconditional waiver nor cured within sixty (60) days if (inclusive of any cure period or other period of grace) of the delay date upon which such event of default occurs or failure giving rise (ii) the acceleration of any such indebtedness as a result of an event of default, such that any indebtedness due thereunder is due prior to its stated maturity; or any such indebtedness shall be declared to be due and payable prior to the Servicer Default was caused by an act date of God maturity thereof or other similar occurrence. Upon shall be unpaid on its maturity date; (i) a final judgment or judgments for the occurrence payment of any money in excess of these events, $5,000,000 in the aggregate against the Servicer and the same shall not be relieved discharged (or provisions made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within sixty (60) days from using its best efforts to perform its obligations in a timely manner in accordance with the terms date of this Agreement, entry thereof and the Servicer shall provide not, within said period of sixty (60) days, or within such longer period during which execution of the Indenture Trusteesame shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; (j) the rolling three (3) month average of the Delinquency Ratio - Receivables exceeds 6.50%; (k) the rolling three (3) month average of the Delinquency Ratio - Equipment Loans exceeds 3.50%; (l) the rolling three (3) month average of the Dilution Ratio - Receivables exceeds 10.0%; (m) the rolling three (3) month average of the Default Ratio - Receivables exceeds 5.00%; (n) the rolling three (3) month average of the Default Ratio - Equipment Loans exceeds 1.50%; (o) the Days Sales Outstanding - Receivables exceeds one hundred ten (110) days; (p) if ALS or an Affiliate thereof is the Servicer, the Owner Trustee, breach by the Depositor and the Securityholders prompt notice Servicer of one or both of the failure covenants set forth in Section 3.07(i); or (q) the breach, in any material respect, by the Servicer of any representation or delay warranty made by it, together with a description the Servicer in this Agreement or any of its efforts to so perform its obligationsthe Basic Documents.