Common use of Servicer Defaults Clause in Contracts

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions to the Indenture Trustee to make any required payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written 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 evidencing not less than 50% 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, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders evidencing more than 50% of the aggregate unpaid principal amount of all affected Notes, by notice then given in writing 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable 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 6.2, 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 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 the Collection Account, or which shall thereafter be received with respect to the Trust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or 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 causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and each Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit on or before the date occurring five Business Days after the Servicer date such payment, transfer or deposit or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Investor Certificates (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which Series adversely affected by such failure relatedfailure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 8.02 and 5.78.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant hereto to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Noteholders 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 written 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Notes Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by such representation, warranty or certification);; or (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all affected NotesInvestor Certificates, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (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 6.2(d10.02(c) to act as a Successor Servicer and receives an Officer’s Certificate Officers’ Certificates of the Servicer Transferors 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, except in the case of a Servicer Default set forth in subsection 6.1(d10.01(d), grant the Transferor Transferors the right of first refusal to purchase the interest of the Noteholders Certificateholders’ Interest on the First Note Transfer Distribution Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders Certificateholders’ Interest shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable Indenture related Supplement. The Transferor Transferors shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor is Transferors are exercising such right of first refusal. If the Transferor exercises Transferors exercise such right of first refusal, the Transferor Transferors shall deposit the purchase price into the Collection Account on such First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders Investor Certificateholders in accordance with the terms hereof or the applicable Indenture of each 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 6.210.02, 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to this Agreement or any Supplement or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes period or Tranches the Servicer has actual knowledge of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)failure; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty Investor Certificateholders for such period or certification);the Servicer has actual knowledge of such failure; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee each Credit Enhancement Provider (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, paying to the Trustee the costs and expenses associated with such succession, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Finance Charge Account, the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding anything to the contrary herein, upon the occurrence of a Series 2001-1 Pay Out Event (as defined in the Supplement for Series 2001-1), a Series 2001-2 Pay Out Event (as defined in the Supplement for Series 2001-2, or a Series 2003-1 Pay Out Event (as defined in the Supplement for Series 2003-1, other than a default by the Credit Enhancement Provider under the applicable Supplement) or a Pay Out Event pursuant to Section 9.01(a), 9.01(b) or 9.01(c) of this Agreement or a Servicer Default pursuant to this Agreement, Holders of the Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest shall have the right to (i) instruct the Trustee to terminate all of the rights and obligations of the Servicer under the Agreement and (ii) appoint a Successor Servicer pursuant to the terms of this Agreement; provided, however, that with respect to the operation of this provision only, Investor Interest for Series 2001-1 shall mean the Maximum Commitment Amount (as defined in the Supplement for such Series). The Transferor hereby agrees not to take any action in any Supplement that would dilute or impair the rights of the Certificateholder for Series 2001-1 with respect to the operation of this provision. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, the Owner Trustee Transferor, the Rating Agencies and each Transferor the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or (including without limitation with respect to give notice or instructions to Collections) as required by this Agreement on the Indenture Trustee to make any required date such payment, transfer or deposit on the date the Servicer is required to do so be made; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (bc) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which has an Adverse Effect on any Noteholders the Servicer is a party and which the same continues unremedied for a period of 60 10 days after the earlier to occur of (i) 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 Owner Trustee or Administrative Agent and (ii) the Indenture Trusteedate on which the Servicer becomes aware thereof, or (B) duly to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes observe or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes perform its obligations under Section 5.4(o) or Tranches of Notes to which such failure relatedSection 6.4(j); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7; (cd) any representation, warranty or certification made by the Servicer in this Agreement any Transaction Document or in any certificate delivered pursuant hereto to any Transaction Document shall prove to have been incorrect in any material respect when made, and which has an Adverse Effect (if capable of being cured without any adverse impact on the rights Purchasers or the collectibility of any Noteholders and which Adverse Effect the Assets) continues to be unremedied for a period of 60 10 days after the earlier to occur of (i) the date on which written notice thereof, of such incorrectness requiring the same to be remedied, remedied shall have been given to the Servicer by the Owner Trustee or Administrative Agent and (ii) the Indenture Trustee, or date on which the Servicer becomes aware thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the Owner Trustee payment of money in excess of $10,000,000, individually or in the aggregate, and the Indenture Trustee by Noteholders evidencing not less continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 50% 60 consecutive days without a stay of execution; (i) the failure of the aggregate unpaid principal amount of all Notes (or, Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such representation, warranty time permit acceleration of such recourse debt or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification)other obligations; (dj) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the Servicer shall consent to the appointment of TNW Test Level; (k) a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding payment default or other insolvencydefault, readjustment of debt, marshalling of assets termination event or other similar event has occurred 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 is continuing (beyond any applicable bankruptcygrace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, insolvency securitization or reorganization statuteany other facility providing indebtedness for borrowed money, make any assignment in each case, in an amount greater than $10,000,000 to or for the benefit of its creditors CapitalSource Inc. or voluntarily suspend payment any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule IX, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations and such petition owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have been dismissed within 60 days occurred, to the extent that either (i) the surrender of the filing thereofrelated collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (en) any other the Servicer Default described fails (or fails to cause the related REO Asset Owner) in any Indenture Supplement; then, in material respect to comply with the event provisions herein relating to the servicing and administering of any Servicer DefaultREO Asset; then notwithstanding anything herein to the contrary, so long as the any such Servicer Default shall not have been remedied, either remedied within any applicable cure period prior to the Indenture Trustee or Noteholders evidencing more than 50% date of the aggregate unpaid principal amount of all affected NotesServicer Termination Notice (defined below), the Administrative Agent, by written notice then given in writing to the Servicer and the Owner Trustee (and with a copy to the Indenture Trustee if given by the NoteholdersBackup Servicer) (a “Servicer Termination Notice”), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable 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 6.2, 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 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 the Collection Account, or which shall thereafter be received with respect to the Trust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or 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 causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and each Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions to the Indenture Trustee to make any required withdrawal or payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) 35 Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect on the Noteholders of any Noteholders Series, Class or Tranche and which continues unremedied for a period of 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 Owner Trustee, the Indenture Trustee or the Indenture Trustee, Collateral Agent or to the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Collateral Agent by Noteholders Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which sustaining such failure related)Adverse Effect; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.27.02, 5.5 7.05 and 5.77.06; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Noteholders of any Noteholders Series, Class or Tranche and which Adverse Effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee, the Indenture Trustee or the Indenture TrusteeCollateral Agent, or to the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Collateral Agent by Noteholders the Holders of Notes evidencing not less than 50% 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, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by to which such representation, warranty or certification)certification relates; (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereofobligations; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all affected Notes, by notice then given in writing 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 6.2(d10.02(a) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable 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 6.210.02, 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 Trust Assets Collateral provided for under this Agreement, including, without limitation, 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 Trust AssetsCollateral, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Collateral in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 Trustee, the Collateral Agent and each the Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture TrusteeTransferor, or to the Servicer, the Owner Trustee Transferor and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture TrusteeTransferor, or to the Servicer, the Owner Trustee Transferor and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Certificateholders for such period; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Transferor if given by the NoteholdersInvestor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Finance Charge Account, the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds, Recoveries and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, the Owner Trustee Transferor and each Transferor the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Invested Amount of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Invested Amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Certificateholders for such period; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Finance Charge Account or the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Enhancement Provider, the Owner Trustee Transferor and each Transferor the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (subject to the last paragraph of this Section 7.01, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to Indenture Trustee pursuant to Article VIII of the Indenture (as modified by any Indenture Supplement) or instructions to the instruct Indenture Trustee to make any required drawing, withdrawal or payment under any Enhancement on or before the later of (i) the date occurring 10 Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, Supplement or within the applicable grace period, which will not exceed five (5ii) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) three Business Days after receiving written notice of such failure or otherwise becoming aware of such failureshall have been given to Servicer; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect a material adverse effect on the Noteholders of any Noteholders Series (which determination shall be made without regard to whether funds are then available pursuant to any Enhancement) and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders evidencing the Holders of not less than 5025% of the aggregate unpaid principal amount Outstanding Amount of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Holders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 5.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Noteholders of any Noteholders Series (which determination shall be made without regard to whether funds are then available pursuant to any Enhancement) and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Notes evidencing not less than 5025% of the aggregate unpaid principal amount Outstanding Amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Holders for such period; or (d) the 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 of its property, ; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; orobligations; (e) with respect to any Series, any other Servicer Default described in any Indenture Supplement; then, event specified in the event of any Servicer DefaultIndenture Supplement for such Series, then, so long as the such Servicer Default shall not have been remediedremedied or waived, either Indenture Trustee, or the Indenture Trustee or Noteholders evidencing more than 50% of the aggregate unpaid principal amount Majority Holders of all affected Notesoutstanding Series, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersMajority Holders) and to any Enhancement Provider entitled thereto pursuant to the applicable Indenture Supplement (a “Termination Notice”), may terminate all but not less than all of the rights and obligations (other than unsatisfied obligations for acts or omissions during its tenure as Servicer) of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of . Upon Indenture Trustee’s receipt of notice, or actual knowledge of a Termination Notice the Responsible Officer of Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(d) to act as a Successor Servicer and receives an Officer’s Certificate Trustee, 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, except in the case occurrence of a Servicer Default set forth in subsection 6.1(d)Default, grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role promptly notify each Rating Agency of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture SupplementServicer Default. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.27.02, 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 Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Indenture Trustee and such the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, hereunder including the transfer to such the Successor Servicer of all authority of the Servicer to service the Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to Issuer. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 7.01 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Servicer shall, on the date of any Service Transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Successor Servicer. Servicer being terminated shall bear all costs of a Service Transfer, including but not limited to those of Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending this Agreement, if necessary. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aSection 7.01(a) above for a period of 10 ten Business Days after the applicable grace period or under paragraph Section 7.01(b) or (c) for a period of 60 days (in addition to any period provided in Section 7.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional ten Business Days or 60 days, respectively, if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornados, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable the obligation to use 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, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the Owner Trustee relevant Indenture Supplement and each Transferor with an Officer’s Certificate of the Servicer giving prompt immediate notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit or to give notice to the Trustee as to any required drawing or payment under any Enhancement on or before the date occurring five Business Days after the Servicer date such payment, transfer, deposit or drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect a material adverse effect on the Certificateholders of any Noteholders Series then outstanding and which continues unremedied for a period of 60 days after the date on which the written notice of such failure requiring the same to be remedied shall have been given to the Servicer and which continues to materially adversely affect the rights of the Holders of Investor Certificates of any Series; the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.07; (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 rights of the Certificateholders of any Series then outstanding and which continues to be incorrect in any material respect and which continues to affect materially and adversely the rights of the Certificateholders of any Series for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights Invested Amount of any Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written 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 evidencing not less than 50% 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, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by such representation, warranty or certification);thereby; or (d) the 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 marshaling 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator 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 affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; providedAgreement and in and to the Receivables and the proceeds thereof and appoint a new Servicer (a "Service Transfer"). The rights and interests of the Transferor Interest will not be affected by any Service Transfer. The Trustee, however, if within 60 days of receipt of upon giving or receiving a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall immediately notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date Rating Agencies and any Enhancement Provider of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplementnotice. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Recoveries. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsinterest. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Enhancement Provider, the Owner Trustee Transferors and each Transferor the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations. The Servicer shall immediately notify the Trustee in writing of any Servicer Default.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Certificateholders for such period; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Finance Charge Account, the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds, Recoveries and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, the Owner Trustee Seller and each Transferor the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit on or before the date occurring five Business Days after the Servicer date such payment, transfer or deposit or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Investor Certificates (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which Series adversely affected by such failure relatedfailure); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 8.02 and 5.78.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant hereto to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Noteholders 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 written 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all Notes Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by such representation, warranty or certification);; or (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and or such Transferor or Holder of the Transferor Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or Holder of the Original Transferor Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all affected NotesInvestor Certificates, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (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 6.2(d10.02(c) to act as a Successor Servicer and receives an Officer’s Certificate Officers' Certificates of the Servicer Transferors 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, except in the case of a Servicer Default set forth in subsection 6.1(d10.01(d), grant the Transferor Transferors the right of first refusal to purchase the interest of the Noteholders Certificateholders' Interest on the First Note Transfer Distribution Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders Certificateholders' Interest shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable Indenture related Supplement. The Transferor Transferors shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor is Transferors are exercising such right of first refusal. If the Transferor exercises Transferors exercise such right of first refusal, the Transferor Transferors shall deposit the purchase price into the Collection Account on such First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders Investor Certificateholders in accordance with the terms hereof or the applicable Indenture of each 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 6.210.02, 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and each Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit on or to give notice or instructions to before the Indenture Trustee to make any required date such payment, transfer or deposit on the date the Servicer is required to do so be made or given by the Servicer under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) and such failure remains unremedied for two Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies is unable to make a payment, transfer or deposit when due and such failure within is as a result of circumstances beyond the Servicer’s control, the grace period shall be extended to five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failureDays; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Indenture or any other Transaction Document to which has an Adverse Effect on any Noteholders the Servicer is a party and which such failure continues unremedied for a period of 60 30 days after the earlier of the date on which the Servicer has actual knowledge of the failure and 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 or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders evidencing not less than 50the Holders of 25% or more of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% Principal Amount of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Notes; (c) any representation, representation and warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto Indenture shall prove to have been incorrect in any material respect when made, which made and has an Adverse Effect a material and adverse impact on the rights Trustee’s interest in the Pledged Loans and other Pledged Assets and the Servicer is not in compliance with such representation or warranty within 30 Business Days after the earlier of any Noteholders the date on which the Servicer has actual knowledge of such breach and which Adverse Effect continues for a period of 60 days after the date on which written notice thereof, of such breach requiring the same to that such breach be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders evidencing not less than 50the Holders of 25% 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, Classes or Tranches of Notes, not less than 50% Principal Amount of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification)Notes; (d) the Servicer an Insolvency Event 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 occur with respect to the Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereofPerformance Guarantor; or (e) any other the Servicer Default shall fail to deliver the reports described in any Section 8.1 of this Indenture Supplement; then, in the event of any Servicer Defaultand such failure shall continue for five Business Days. THEN, so long as the such Servicer Default shall not have been remediedbe continuing, either the Indenture Trustee or Noteholders evidencing more than 50% Holders of the aggregate unpaid principal amount of all affected Notes, Requisite Percentage by notice then given in writing to the Servicer Servicer, the Issuer, the Trustee and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) each Rating Agency (a “Termination Notice”), may terminate all but not less than all of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of Indenture (such termination being herein called a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d“Service Transfer”), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer and the Trustee of a such Termination NoticeNotice and subject to the terms of Section 12.2(a), and on the Trustee shall automatically assume the responsibilities of the Servicer hereunder until the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.2, 12.2 and all authority and power of the Servicer under this Agreement Indenture shall pass to and be vested in the Trustee or such Successor Servicer (a “Service Transfer”) Servicer, as the case may be, without further action on the part of any Person, and, without limitation, the Indenture Trustee at the direction of the Holders of Requisite Percentage (which authorization is coupled with an interest and is irrevocable) 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 Transfertransfer of servicing rights. 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 without limitation the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets Pledged Loans provided for under this AgreementIndenture, including, including without limitation, limitation all authority over all any Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, deposit in the Collection Account, Control Account or which shall thereafter be received by the Servicer with respect to the Trust AssetsPledged Loans, and in assisting the Successor Servicer in enforcing all rights under this Indenture including, without limitation, allowing the Successor Servicer’s personnel access to the Servicer’s premises for the purpose of collecting payments on the Pledged Loans made at such premises. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets Pledged Loans 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 Trust Assets Pledged Loans in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall allow the Successor Servicer access to the Servicer’s officers and employees. To the extent that compliance with this Section 6.1 12.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsinterest and as shall be satisfactory in form and substance to the Successor Servicer. Notwithstanding The Servicer hereby consents to the foregoingentry against it of an order for preliminary, a delay in temporary or failure permanent injunctive relief by any court of performance referred competent jurisdiction, to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence ensure compliance by the Servicer and such delay or failure was caused by an act of God or 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 causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms provisions of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee and each Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligationsparagraph.

Servicer Defaults. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make deliver to the related Trustee for deposit in any payment, transfer of the Accounts or deposit the Certificate Distribution Account any required payment or to give notice or instructions to direct the Indenture Trustee to make any required payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace perioddistributions therefrom, which will not exceed five (5) failure continues unremedied for a period of three Business Days; provided, however, that any Days after discovery of such failure caused by a nonwillful act an officer of the Servicer shall not constitute a Servicer Default if or after the Servicer promptly remedies such failure within five (5) Business Days after receiving date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or otherwise becoming aware (ii) to the Servicer and to the Trustees by the Holders of such failureNotes, evidencing not less than 25% 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 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 Basic Document, which has an Adverse Effect on any failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and which continues (ii) continue unremedied for a period of 60 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 Owner related Trustee or the Indenture Trustee, or (B) to the ServicerServicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture related Trustee by Noteholders the Holders of Notes, evidencing not less than 5025% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% Outstanding Amount of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Notes; (c) the occurrence of an Insolvency Event with respect to the Seller or the Servicer; or (d) any representation, warranty or certification made failure by the Servicer in this Agreement to deliver any information, report, certification, attestation or in any certificate delivered pursuant hereto shall prove to have been incorrect accountants' letter when madeand as required, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect continues unremedied for a period of 60 ten calendar days after the date on which written notice thereofsuch information, requiring the same report, certification, attestation or accountants' letter was required to be remedieddelivered then, shall have been given to and in each and every case, other than in the case of a Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% 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, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); Default set forth in clause (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Defaultabove, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders the Holders of Notes evidencing more not less than 5025% of the aggregate unpaid principal amount Outstanding Amount of all affected Notesthe Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests) by notice then given in writing 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 (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the Servicer as termination) of the 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 6.2(d) 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, except in . In the case of a Servicer Default set forth in subsection 6.1(d)clause (d) above, grant so long as the Transferor Servicer Default shall not have been remedied, the right of first refusal to purchase Issuer (or the interest Administrator, acting on behalf of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not Issuer) shall be entitled to exercise such right of first refusalterminate, either (i) with the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class Trustee's consent or Tranche of Notes herein or (ii) in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase its sole discretion if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by (other than the Indenture Trustee pursuant Trustee) has already been appointed, the rights and obligations of the Servicer as servicer under this Agreement; provided that to Section 6.2the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement shall Agreement, whether with respect to 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 (a “Service Transfer”) as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and or accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfernotice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Trustee and such Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct servicing hereunderunder this Agreement, including the transfer to such the Successor Servicer for administration by it of all authority of cash amounts that shall at 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 time be held by the predecessor Servicer for deposit, or which have been deposited by the predecessor Servicer, in the Collection Account, Accounts or which shall the Certificate Distribution Account or thereafter be received with respect to the Trust Assets, Receivables and in assisting all Payments Ahead that shall at that time by held by the Successor predecessor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Trust Assets Receivable Files to the Successor Servicer in and amending this Agreement to reflect such electronic form succession as the Successor Servicer may reasonably request and shall promptly transfer pursuant to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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 paid by the predecessor Servicer upon presentation of reasonable documentation of such customary licensing, security, data protection costs and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsexpenses. Notwithstanding the foregoing, a delay Any costs or expenses incurred in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute connection with a Servicer Default if such delay shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or failure could not be prevented by any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the exercise occurrence of reasonable diligence by the a Servicer and such delay or failure was caused by an act of God or the public enemyDefault, acts of declared or undeclared war or terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and shall give notice thereof to each Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligationsRating Agency.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions to the Indenture Trustee to make any required payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all the Outstanding Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Series and Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all Series, Series and Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections Section 5.2, Section 5.5 and Section 5.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written 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 evidencing not less than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all the Outstanding Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Series and Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all Series, Series and Classes or Tranches of Notes adversely affected by such representation, warranty or certification); (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-winding- up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 statuteDebtor Relief Law, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders evidencing more than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all affected Notes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate all all, but not less than all all, of 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 Section 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable 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 6.2, 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 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 the Collection Account, or which shall thereafter be received with respect to the Trust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days of the date of transfer, transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war war, or terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and each the Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its the efforts so undertaken to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions to the Indenture Trustee to make any required payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) 35 Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) 35 Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.27.2, 5.5 7.5 and 5.77.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written 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 evidencing not less than 50% 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, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders evidencing more than 50% of the aggregate unpaid principal amount of all affected Notes, by notice then given in writing 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 6.2(d9.2(d) to act as a Successor Servicer and receives an Officer’s '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, except in the case of a Servicer Default set forth in subsection 6.1(d9.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable 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 6.29.2, 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 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 the Collection Account, or which shall thereafter be received with respect to the Trust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 9.1 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, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and each Transferor with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring ten Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has a material adverse effect an Adverse Effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Certificateholders for such period; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 10.1 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 each customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bin subsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, the Owner Trustee Transferor and each Transferor the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture TrusteeTransferor, or to the Servicer, the Owner Trustee Transferor and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture TrusteeTransferor, or to the Servicer, the Owner Trustee Transferor and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Certificateholders for such period; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up winding‑up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Transferor if given by the NoteholdersInvestor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Finance Charge Account, the Principal Account, and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds, Recoveries and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.01(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bsubsection 10.01(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, the Owner Trustee Transferor and each Transferor the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to make the terms of this Agreement or any required Supplement on or before the date occurring 5 Business Days after the date such payment, transfer or deposit on the date the Servicer or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect a material adverse effect on the interests hereunder of the Investor Certificateholders of any Noteholders Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Investor Certificates (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series to which such failure relatedrelates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.28.02 and 8.07, 5.5 a Responsible Officer of the Trustee has actual knowledge of such delegation and 5.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect such delegation continues unremedied for a period of 60 15 days after the date on which written 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 Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes Investor Certificates; (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 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 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 to the Servicer 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, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by Series to which such representation, warranty or certificationcertification relates);; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all affected NotesInvestor Certificates, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement if given by the NoteholdersInvestor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this AgreementAgreement and in and to the Receivables and the proceeds thereof; 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 6.2(dSection 10.02(c) to act as a Successor Servicer and receives an Officer’s 's Certificate of the Servicer Transferors 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, except in shall offer the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor Transferors the right of first refusal at their option to purchase the interest of the Noteholders Certificateholders' Interest on the First Note Transfer Distribution Date in next succeeding 105 days after the next calendar month. If receipt by the Transferor elects not to exercise such right Servicer of first refusal, the Indenture Trustee shall assume the role of Successor Servicera Termination Notice. The purchase price for the interest of the Noteholders Certificateholders' Interest shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable Indenture related Supplement. The Transferor Transferors shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor is they are exercising such right of first refusaloption. If the Transferor exercises they exercise such right of first refusaloption, the Transferor Transferors shall (x) deliver to the Trustee an Opinion of Counsel (which must be an independent outside counsel) to the affect that, in reliance on certain certificates to the effect that the Transferors have received reasonably equivalent value and as to the solvency of the Transferors, the purchase would not be considered a fraudulent transfer and (y) deposit the purchase price into the Collection Account not later than 12:00 noon, New York City time, on such First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders Investor Certificateholders in accordance with Article IV and the terms hereof or the applicable Indenture of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aunder Section 10.01(a) above for a period of 10 five Business Days after the applicable grace period or under paragraph Section 10.01(b) or (c) for a period of 60 days (in addition to any period provided in Section 10.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional five Business Days or 60 days, respectively, if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and any Supplement and the Servicer shall provide the Indenture Trustee, each Rating Agency, any Series Enhancer entitled thereto pursuant to the Owner Trustee relevant Supplement, the Holder of the Transferor Certificate and each Transferor the Investor Certificateholders with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit on or before the date occurring five Business Days after the Servicer date such payment, transfer or deposit or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Investor Certificates (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series to which such failure relatedrelates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.23.1(a), 5.5 and 5.78.2, 8.5 or 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant hereto to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Noteholders 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 written 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by Series to which such representation, warranty or certificationcertification relates);; or (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all affected NotesInvestor Certificates, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (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 6.2(d10.2(c) to act as a Successor Servicer and receives an Officer’s 's Certificate of the Servicer Transferor 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, except in the case of shall grant a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to the Transferor which would permit the Transferor at its option to purchase the interest of the Noteholders Certificateholders' Interest on the First Note Transfer Distribution Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders Certificateholders' Interest shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable Indenture related Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account not later than 1:00 P.M., New York City time, on such First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders Investor Certificateholders in accordance with the terms hereof or the applicable Indenture of each 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 6.210.2, 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 Transferor and each Transferor any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee to make any required on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, or deposit on the date the Servicer such instruction or notice is required to do so be made or given by Servicer, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure;or (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect a material adverse effect on the Noteholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Enhancement), which continues unremedied for a period of 60 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Servicer by Indenture Trustee, or to Servicer and Indenture Trustee by the Noteholders holding not less than 25% of the Outstanding Amount (or, with respect to any failure that does not relate to all Series, 25% of the aggregate outstanding principal amount of all Series to which such failure relates); or Servicer shall delegate its duties under this Agreement except as permitted by Section 5.2 or 5.7, a Responsible Officer of Indenture 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 Servicer by Indenture Trustee, or to Servicer and Indenture Trustee by Noteholders holding not less than 25% of the Outstanding Amount; or (c) any representation, warranty or certification made by 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 Noteholders of any Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Enhancement) and which continues unremedied to be incorrect in any material respect for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by the Noteholders evidencing holding not less than 5025% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written 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 evidencing not less than 50% of the aggregate unpaid principal amount of all Notes Outstanding Amount (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 5025% of the aggregate unpaid outstanding principal amount of all Series, Classes or Tranches of Notes adversely affected by Series to which such representation, warranty or certificationcertification relates); (d) the 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 propertyfail generally to, or admit in writing its inability to, pay its debts as they become due; or a decree or order of proceeding shall have been instituted in a court or agency or supervisory authority having jurisdiction in the premises seeking a decree or order for relief in respect of Servicer in an involuntary case under any Debtor Relief Law, or for the appointment of a bankruptcy trustee or a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or receiver other similar official of such Person or liquidator in for any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities or similar proceedingsits property, or for the winding-up or liquidation of its affairsaffairs and, if instituted against Servicer, any such proceeding shall have been entered against the Servicer and such decree or order shall have remained in force undischarged continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or the Servicer shall admit commencement by Servicer, of a voluntary case under any Debtor Relief Law, or such Person’s consent to the entry of an order for relief in writing an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its inability to pay its debts generally as they become dueproperty, file a petition to take advantage of or any applicable bankruptcy, insolvency or reorganization statute, make any general assignment for the benefit of its creditors creditors; or voluntarily suspend payment such Person or any Subsidiary of its obligations and such petition Person shall not have been dismissed within 60 days taken any corporate action in furtherance of any of the filing thereofforegoing actions; or (e) with respect to any Series, any other Servicer Default described event specified in any the Indenture Supplement; Supplement for such Series, then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders evidencing holding more than 50% of the aggregate unpaid principal amount of all affected NotesOutstanding Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and any Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement if given by the Noteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer Servicer, as Servicer 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 Agreement and in accordance with subsection 6.2(d) to act as a Successor Servicer and receives an Officer’s Certificate of the Servicer to the effect that Receivables and the Servicer cannot in good faith cure proceeds thereof. Upon the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall, except in the case occurrence of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusalDefault, the Indenture Trustee shall assume the role promptly notify each Rating Agency of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture SupplementServicer Default. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.27.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer 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 Transfertransfer of servicing rights. The Servicer agrees to cooperate with the Indenture Trustee and such the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, hereunder including the transfer to such the Successor Servicer of all authority of the Servicer to service the Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 7.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary appropriate to protect its interests. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aunder Section 7.1(a) above for a period of 10 five Business Days after the applicable grace period or under paragraph Section 7.1(b) or (c) for a period of 60 days (in addition to any period provided in Section 7.1(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional five Business Days or 60 days, respectively, if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable the obligation to use 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, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the Owner Trustee relevant Indenture Supplement and each Transferor with an Officer’s Certificate of the Servicer giving prompt immediate notice of such failure or delay by it, together with a description of its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (each being a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit (including pursuant to Section 3.04(b)), or, if applicable, to give instructions or notice to the Trustee to make such payment, transfer or deposit, or to give notice or instructions to the Indenture Trustee as to make any required payment, transfer or deposit on the date the Servicer is required action to do so be taken under the terms of this any Enhancement Agreement, the Indenture or any applicable Indenture Supplement, or failure to provide a Determination Date Certificate to the Trustee within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) two Business Days after receiving notice of such failure or otherwise becoming aware of such failure;the same shall become due; or (b) failure on the part of the Servicer duly shall fail to observe or perform in any material respect any other covenants covenant or agreements of the Servicer set forth in this Agreement agreement applicable to it contained herein which has an Adverse Effect a material adverse effect on any Noteholders and which continues Beneficiary if such failure shall remain unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (ten days; or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7; (c) any representation, warranty or certification made by the Servicer under or in connection with this Agreement Agreement, or in any certificate or information delivered pursuant hereto to or in connection with this Agreement, shall prove to have been incorrect in any respect when made, made and which has an Adverse Effect a material adverse effect on the rights interests of any Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written 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 evidencing not less than 50% of the aggregate unpaid principal amount of all Notes (Beneficiary; or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); (d) the Servicer an Insolvency Event shall consent occur with respect 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereofServicer; or (e) any other the Servicer Default described in any Indenture Supplementassigns its duties under this Agreement, except as specifically permitted by Section 8.02; then, in the event of any Servicer Default, so as long as the such Servicer Default shall not have been remediedremedied and is continuing, either Pooling and Servicing Agreement the Indenture Trustee (unless otherwise directed by a Majority in Interest of each outstanding Series or, if so specified in the related Supplement, the Enhancement Provider for such Series) or Noteholders evidencing more than 50% the Majority in Interest of each Series (or, if so specified in the aggregate unpaid principal amount of all affected Notesrelated Supplement, the Enhancement Provider for such Series), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholderssuch Investor Certificateholders) (each such being 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 . The Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(d) shall be deemed 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, except in the case have knowledge of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest only if a Responsible Officer of the Noteholders on Trustee has actual knowledge or if a Responsible Officer of the First Note Transfer Date Trustee has received written notice thereof. Notwithstanding the foregoing, a delay in or failure of performance referred to in Section 10.01(a) or (b) for a period of five Business Days shall not constitute a Servicer Default if such delay or failure could not have been prevented by the next calendar month. If exercise of reasonable diligence by the Transferor elects not to exercise Servicer and such right delay or failure was caused by an act of first refusalGod or the public enemy, the Indenture Trustee shall assume the role acts of Successor Servicerdeclared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods, union strikes, work stoppages or similar causes. The purchase price for preceding sentence shall not relieve the interest of the Noteholders shall be equal Servicer from using its best efforts to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or perform its obligations in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders a timely manner in accordance with the terms hereof of this Agreement, and the Servicer shall provide the Trustee, the Transferor, any Enhancement Provider and the Investor Certificateholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. A Majority in Interest of each outstanding Series (or, if so specified in the applicable Indenture related Supplement, the Enhancement Provider for such Series) may, on behalf of all Certificateholders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except the failure to make any distributions or payments required to be made to Certificateholders or to make any required deposits of any amounts to be so distributed or paid. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the such Successor Servicer (a “"Service Transfer”") and, without limitation, the Indenture Trustee is hereby authorized authorized, empowered and empowered instructed (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 cooperate, at its expense, with the Indenture Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets Pooling and Servicing Agreement Receivables as provided for under this Agreement, including, without limitation, including all authority over all Collections which shall on the date of transfer such Service Transfer be held by the Servicer for depositdeposit to the Concentration Account, any Xxxxxxxxxx Collection Account, the Trustee's Account or the Transferor's Account, or which have been deposited by the ServicerServicer to the Concentration Account, in the any Xxxxxxxxxx Collection Account, or any other account, or which shall thereafter be received with respect to the Receivables, (ii) taking such measures as shall be reasonably requested by the Transferor to protect and maintain the security and confidentiality of all Confidential Information in accordance with Section 8.07 and (iii) assisting the Successor Servicer until all servicing activities have been transferred to such Successor Servicer, such assistance to include, without limitation, (x) assisting any accountants selected by the Successor Servicer to verify collection records and reports made prior to the Service Transfer and (y) assisting to make the computer systems of the Servicer and the Successor Servicer compatible to the extent necessary to effect the Servicer Transfer. The Servicer shall, at its expense, within five Business Days of such Service Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the Receivables and the other Trust Assets, and in assisting which are necessary or desirable to collect the Successor Servicer. The Servicer Receivables, and shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to make the Trust Assets same available to the Successor Servicer or the Trustee or its designee at a place selected by the Successor Servicer or the Trustee and in such electronic form as the Successor Servicer or the Trustee may reasonably request request, and shall promptly transfer (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Successor Servicer and the Trustee, and, promptly upon receipt, remit all other recordssuch cash, correspondence checks and documents necessary for the continued servicing of the Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 shall require the Servicer to disclose instruments to the Successor Servicer information of or the Trustee or its designee. At any kind which time following a Termination Notice: (1) the Servicer deems shall, at the Trustee's request and at the Servicer's expense, give notice of the Trust's ownership of the Receivables to the related Obligors and direct that payments be confidential, made directly to the Successor Servicer shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as Trustee or its designee; (2) if the Servicer shall deem reasonably necessary fails to protect its interests. Notwithstanding provide the foregoing, a delay in or failure of performance referred notice to the Obligors required in paragraph (a1) above for a period above, the Trustee may direct the Obligors of 10 Business Days after Receivables, or any of them, that payment of all amounts payable under any such Receivables be made directly to the applicable grace period Trustee or under paragraph its designee; and (b3) or (c) above for a period each of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by Transferor and each Certificateholder hereby authorizes the exercise Trustee to take any and all steps in the Transferor's name and on behalf of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or 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 causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement Transferor and the Servicer shall provide Certificateholders necessary or desirable, in the Indenture determination of the Trustee, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Owner Trustee Transferor's name on checks and each Transferor with an Officer’s Certificate of the Servicer giving prompt notice other instruments representing Collections in respect of such failure or delay by it, together with a description of its efforts so to perform its obligations.Receivables and enforcing such Receivables. Pooling and Servicing Agreement

Servicer Defaults. (a) If any one of the following events (a “"Servicer Default”") shall occur occurs and be continuingis continuing with respect to the Servicer: (ai) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit on or before the date occurring five Business Days after the Servicer date such payment, transfer or deposit or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, Agreement the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (bii) failure on the part of the Servicer duly to observe or perform in any material respect any other of its covenants or agreements of the Servicer set forth in this Agreement which that has an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders Holders of Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series to which such failure relatedrelates); or the Servicer shall assign delegates or delegate assigns its duties under this Agreement, except as permitted by Sections 5.23.01(a), 5.5 5.02 and 5.76.02; (ciii) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to this Agreement proves to have been incorrect when made, which made and such error has an Adverse Effect on the rights of the Noteholders of any Noteholders Series (which determination will be made without regard to whether funds are then available pursuant to any Series Enhancement) and which such Adverse Effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have 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 the Holders of Notes evidencing not less than 5010% 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, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by Series to which such representation, warranty or certificationcertification relates);; or (div) the Servicer shall consent 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been is entered against the Servicer and such decree or order shall have remained remains in force undischarged or unstayed for a period of 60 days; 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 makes any assignment for the benefit of its creditors or voluntarily suspend suspends payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall has not have been remedied, either the Indenture Trustee or Noteholders the Holders of Notes evidencing more than 50% of the aggregate unpaid principal amount of all affected Notes, by notice then given in writing 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 subsection 6.2(dSection 6.02(c) to act as a Successor Servicer and receives an Officer’s '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, except in the case of will grant a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of Transferor permitting the Noteholders Transferor at its option to acquire the Noteholders' Collateral serviced by the Servicer on the First Note Transfer Distribution Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall Noteholders' Collateral will be equal to the sum of the amounts specified therefor Reassignment Amounts with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable related Indenture Supplement. The Transferor shall will notify the Indenture Trustee prior to the Record Date (as defined in the Indenture) for the First Note Transfer Distribution Date of the purchase acquisition if the Transferor it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall will deposit the purchase price into the Collection Account no later than 1:00 p.m., New York City time, on such First Note Transfer Distribution Date in immediately available funds. The purchase price shall will be allocated and distributed to the Noteholders on such Distribution Date in accordance with the terms hereof or Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the applicable Indenture Supplement. 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 6.26.02, all authority and power of the Servicer under this Agreement shall will pass to and be vested in the Successor Servicer (a “Service "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 Service 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, including all authority over all Collections which shall on the date of transfer be that are held by the Servicer for depositdeposit on the date of transfer, or which that have been deposited by the Servicer, in the Collection Account, or which shall that thereafter be are received with respect to the Trust AssetsReceivables, and in assisting the Successor Servicer. The Servicer shall will within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably requestrequests. To the extent that compliance with this Section 6.1 shall require requires 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 will enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem deems reasonably necessary to protect its interests. . (c) Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph clause (ai) above of Section 6.01(a) for a period of 10 ten Business Days after the applicable grace period or under paragraph clause (bii) or (ciii) above of Section 6.01(a) for a period of 60 Business Days after the applicable grace period, shall will not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the a public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causescauses outside the reasonable control of the Servicer. The preceding sentence shall will not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall will provide the Indenture Trustee, the Owner Trustee Trustee, the Transferor and each Transferor any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If The occurrence and continuation of any one of the following events shall constitute a servicer default (a “Servicer Default”) shall occur and be continuing:"SERVICER DEFAULT"): (a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions to the Indenture Trustee to make any required payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) 4.1.1 failure on the part of the Servicer or any Co-Servicer duly to observe or perform in any material respect any other of the covenants or agreements of the Servicer or Co-Servicer set forth in this the Master Framework Agreement or any Relevant Document which has an has, in the opinion of the Beneficiaries, a Material Adverse Effect on the interests of the Beneficiaries as a whole or of the Investor Beneficiaries of any Noteholders Applicable Series and which continues unremedied for a period of 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 or, if applicable, any Co-Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less Investor Beneficiaries representing in aggregate more than 50% one-half of the aggregate unpaid principal amount Investor Interests of all Notes sustaining such any Applicable Series adversely affected thereby (copied to the Receivables Trustee) and continues to have a Material Adverse Effect (or, with respect to on the interests of an Investor Beneficiary of any Applicable Series for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or period; 4.1.2 delegation by the Servicer shall assign or delegate any Co-Servicer of its duties under this AgreementAgreement to any other entity, except as permitted by Sections 5.2, 5.5 and 5.7Clause 3.6; (c) 4.1.3 any relevant representation, warranty or certification made by the Servicer or any Co-Servicer in this the Master Framework Agreement or in any certificate delivered pursuant hereto shall prove proves to have been incorrect when made, made and which has an a Material Adverse Effect on the rights interests of the Investor Beneficiaries of any Noteholders Applicable Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer or, if applicable, any Co-Servicer by the Owner Trustee an Investor Beneficiary or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less Investor Beneficiaries representing in aggregate more than 50% one-half of the aggregate unpaid principal amount Investor Interests of all Notes any Applicable Series affected thereby (or, with respect copied to the Receivables Trustee) and continues to have a Material Adverse Effect on the interests of an Investor Beneficiary of any Applicable Series affected for such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification)period; (d) 4.1.4 the Servicer or any Co-Servicer shall consent to or take any corporate action relating to the appointment of a bankruptcy receiver, administrator, administrative receiver, liquidator, trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of it or relating to all or substantially all of its property, or a decree or revenues and assets; 4.1.5 an order of a the court or agency or supervisory authority having jurisdiction in the premises is made for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up up, dissolution, administration or liquidation reorganisation (except for a solvent re-organisation) of its affairs, shall have been entered against the Servicer or any Co-Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; ; 4.1.6 a receiver, administrator, administrative receiver, liquidator, trustee or similar officer is legally and validly appointed over the Servicer or any Co-Servicer or relating to all of the Servicer or any Co-Servicer's revenues and assets; 4.1.7 a duly authorised officer of the Servicer or any Co-Servicer shall admit in writing its inability that the Servicer or such Co-Servicer is unable to pay its debts generally as they become due, file fall due within the meaning of Section 123(1) of the Insolvency Act 1986; or 4.1.8 the Servicer or such Co-Servicer makes a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment gexxxxx xxsignment for the benefit of or a composition with its creditors or voluntarily suspend suspends payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders evidencing more than 50% of the aggregate unpaid principal amount of all affected Notes, by notice then given in writing with a view 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class general readjustment or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable 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 6.2, 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 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 the Collection Account, or which shall thereafter be received with respect to the Trust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or 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 causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and each Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description rescheduling of its efforts so to perform its obligationsindebtedness.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to Trustee pursuant to Article IV or instructions to the Indenture instruct Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring ten Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Holders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 5025% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining any Series adversely affected thereby and continue to materially adversely affect such Adverse Effect (or, with respect to any Investor Holders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Holders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 5025% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Holders for such period; or (d) the 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 marshaling 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation liquidating of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either Trustee, or the Indenture Trustee or Noteholders Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Holders) (a “"Termination Notice”"), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) and, without limitation, the Indenture Servicer; and 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 purpose of such Service Transfertransfer of servicing rights and obligations. 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, hereunder including the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets Receivables provided for under this Agreement, including, without limitation, 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, the Finance Charge Account, the Excess Funding Account, and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Unearned Premiums applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 10.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 30 Business Days after the applicable grace period or under paragraph (bsubsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, Transferor and the Owner Trustee and each Transferor Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (subject to the last paragraph of this Section 7.01, a “"Servicer Default”") shall occur and be continuingcontinuing after the Certificate Trust Termination Date: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to Indenture Trustee pursuant to Article VIII of the Indenture (as modified by any Indenture Supplement) or instructions to the instruct Indenture Trustee to make any required drawing, withdrawal or payment under any Enhancement on or before the later of (i) the date occurring 10 Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, Supplement or within the applicable grace period, which will not exceed five (5ii) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) three Business Days after receiving written notice of such failure or otherwise becoming aware of such failureshall have been given to Servicer; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect a material adverse effect on the Noteholders of any Noteholders Series (which determination shall be made without regard to whether funds are then available pursuant to any Enhancement) and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders evidencing the Holders of not less than 50% of the aggregate unpaid principal amount Outstanding Amount of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Holders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 5.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Noteholders of any Noteholders Series (which determination shall be made without regard to whether funds are then available pursuant to any Enhancement) and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Notes evidencing not less than 50% of the aggregate unpaid principal amount Outstanding Amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Holders for such period; or (d) the 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 of its property, ; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; orobligations; (e) with respect to any Series, any other Servicer Default described in any Indenture Supplement; then, event specified in the event of any Servicer DefaultIndenture Supplement for such Series, then, so long as the such Servicer Default shall not have been remediedremedied or waived, either Indenture Trustee, or the Indenture Trustee or Noteholders evidencing more than 50% of the aggregate unpaid principal amount Majority Holders of all affected Notesoutstanding Series, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersMajority Holders) and to any Enhancement Provider entitled thereto pursuant to the applicable Indenture Supplement (a “"Termination Notice”"), may terminate all but not less than all of the rights and obligations (other than unsatisfied obligations for acts or omissions during its tenure as Servicer) of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice . Upon the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(d) 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, except in the case occurrence of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusalDefault, the Indenture Trustee shall assume the role promptly notify each Rating Agency of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture SupplementServicer Default. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.27.02, 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 Transfertransfer of servicing rights and obligations. The Servicer agrees to cooperate with the Indenture Trustee and such the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, hereunder including the transfer to such the Successor Servicer of all authority of the Servicer to service the Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to Issuer. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 7.01 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Servicer shall, on the date of any Service Transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Successor Servicer. Servicer being terminated shall bear all costs of a Service Transfer, including but not limited to those of Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending this Agreement, if necessary. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aSection 7.01(a) above for a period of 10 ten Business Days after the applicable grace period or under paragraph Section 7.01(b) or (c) for a period of 60 days (in addition to any period provided in Section 7.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional ten Business Days or 60 days, respectively, if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornados, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable the obligation to use 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, each Rating Agency, any Enhancement Provider entitled thereto pursuant to the Owner Trustee relevant Indenture Supplement and each Transferor with an Officer’s 's Certificate of the Servicer giving prompt immediate notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: : (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit on or before the date occurring five Business Days after the Servicer date such payment, transfer or deposit or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Investor Certificates (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series to which such failure relatedrelates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.23.1(a), 5.5 and 5.7; 8.2, 8.5 or 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant hereto to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Noteholders 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 written 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by Series to which such representation, warranty or certificationcertification relates); ; or (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all affected NotesInvestor Certificates, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (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 6.2(d10.2(c) to act as a Successor Servicer and receives an Officer’s 's Certificate of the Servicer Transferor 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, except in the case of shall grant a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to the Transferor which would permit the Transferor at its option to purchase the interest of the Noteholders Certificateholders' Interest on the First Note Transfer Distribution Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders Certificateholders' Interest shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable Indenture related Supplement. The Transferor shall notify the Indenture Trustee and the Rating Agency prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account not later than 1:00 P.M., New York City time, on such First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders Investor Certificateholders in accordance with the terms hereof or of each Supplement. The Transferor shall provide notice to the applicable Indenture SupplementRating Agency of the exercise by it of such right of first refusal. 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 6.210.2, 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially its reasonable 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 Transferor and each Transferor any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “----------------- "Servicer Default”") shall occur and be continuingcontinuing after the FCMT ---------------- Termination Date: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit or to make any required drawing, withdrawal, or payment under any Enhancement required to be made by the Servicer on or before the date occurring five Business Days after the Servicer date such payment, transfer, deposit, withdrawal or drawing, or such instruction or notice is required to do so be made or given by the Servicer, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure;or (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect a material adverse effect on any Noteholders and the Noteholders, which continues unremedied for a period of 60 days after 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by the Noteholders evidencing holding not less than 5010% of the aggregate unpaid outstanding principal amount of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Noteholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate Servicer's delegation of its duties under this Agreement, Agreement except as permitted by Sections 5.2, 5.5 and Section 5.7;; or ----------- (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights of any the Noteholders and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereof, of such failure requiring the same to be remedied, remedied shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by the Noteholders evidencing holding not less than 5010% of the aggregate unpaid outstanding principal amount of all Notes (orany Series adversely affected thereby and continues to materially adversely affect such Noteholders for such period, with respect or if such failure cannot be cured within such 60-day period owing to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% causes beyond the control of the aggregate unpaid principal amount Servicer, if the Servicer shall fail to proceed promptly to cure the same and prosecute the curing of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification)failure with diligence and continuity; (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency(i) become insolvent, 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability (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 bankruptcyDebtor Relief Law, insolvency or reorganization statute(iv) become a party to (or be made the subject of) any proceeding provided for by any Debtor Relief Law, make any assignment for other than as a creditor or claimant, and, in the benefit of its creditors or voluntarily suspend payment of its obligations and event such proceeding is involuntary, the petition shall instituting same is not have been dismissed within 60 days of the filing thereofafter its filing; or (e) with respect to any Series, any other Servicer Default described in any Indenture Supplement; then, event specified in the event of any Servicer DefaultIndenture Supplement for such Series, then, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing holding more than 50% of the aggregate unpaid principal amount of all affected NotesOutstanding Amount, by notice then given in writing 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 of the rights and obligations of the Servicer as Servicer under this Agreement; provided, howeverAgreement and in and to the Receivables and the proceeds thereof (other than its rights and interest, 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 6.2(d) to act any, as a Successor Servicer and receives an Officer’s Certificate holder 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, except in the case of a Servicer Default set forth in subsection 6.1(dSeller Interest or any Notes), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.27.2, all authority and power ----------- of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) and, without limitation, Servicer; and 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 Transfertransfer of servicing rights. 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 any Collection Account or Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 7.1 ----------- 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or 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 causesinterest. The preceding sentence shall not relieve Servicer shall, on the Servicer from using date of any servicing transfer, transfer all commercially reasonable 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 and each Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so rights and obligations, if any, in respect of any Enhancement to perform its obligationsthe Successor Servicer.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit on or before the date occurring five Business Days after the Servicer date such payment, transfer or deposit or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect on any Noteholders and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Investor Certificates (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series to which such failure relatedrelates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 8.02 and 5.78.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant hereto to this Agreement or any Supplement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of the Investor Certificateholders of any Noteholders Series (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which Adverse Effect material adverse effect continues for a period of 60 days after the date on which written 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes Investor Certificates (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by Series to which such representation, warranty or certificationcertification relates);; or (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all affected NotesInvestor Certificates, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and any Series Enhancer if given by the NoteholdersInvestor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this AgreementAgreement and in and to the Receivables and the proceeds thereof; 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 6.2(dSection 10.02(c) to act as a Successor Servicer and receives an Officer’s 's Certificate of the Servicer Seller 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, except in the case of shall grant a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to the Seller which would permit the Seller at its option to purchase the interest of the Noteholders Certificateholders' Interest on the First Note Transfer Distribution Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders Certificateholders' Interest shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable Indenture related Supplement. The Transferor Seller shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor it is exercising such right of first refusal. If the Transferor Seller exercises such right of first refusal, the Transferor Seller shall deposit the purchase price into the Collection Account not later than 1:00 P.M., New York City time, on such First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders Investor Certificateholders in accordance with the terms hereof or the applicable Indenture of each 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 6.210.02, 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interestsinterest. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a timely manner in accordance with the -71- terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee Seller and each Transferor any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any event specified as a servicer default in an Indenture Supplement or any one of the following events (each a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit on or before the date occurring five (5) Business Days after the Servicer date such payment, transfer or deposit or such instruction or notice is required to do so be made or given by the Servicer, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect on Agreement, the Indenture or any Noteholders Indenture Supplement and which continues unremedied for a period of 60 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders Holders of Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Outstanding (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches Notes Outstanding of Notes all Series to which such failure relatedrelates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.26.02, 5.5 6.05 and 5.76.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect continues for a period of 60 sixty (60) days after the date on which written 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 the Holders of Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes Outstanding (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches Notes Outstanding of Notes adversely affected by all Series to which such representation, warranty or certificationcertification relates);; or (d) the 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 Proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or an action seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingsProceedings, or the winding-up or liquidation of its affairs, shall have been entered commenced against the Servicer and such decree or order action shall have remained in force undischarged or unstayed for a period of 60 dayssixty (60) days or an order or decree providing for such relief shall have been entered; 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 statuteDebtor Relief Law, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders the Holders of Notes evidencing more than 50% a majority of the aggregate unpaid principal amount of all affected NotesNotes Outstanding, by notice then given in writing to the Servicer Servicer, the Transferor 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 of the rights and obligations of the Servicer as Servicer under this Agreement, the Indenture and each Indenture Supplement; provided, however, if within 60 sixty (60) days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(dSection 8.02(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, except in the case of shall grant a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to the Transferor which would permit the Transferor at its option to purchase the interest of the Noteholders Notes on the First Note Transfer Distribution Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the The Indenture Trustee shall assume notify each Rating Agency of any Servicer Default of which a Responsible Officer has actual knowledge and shall provide each Rating Agency with a copy of any Termination Notice given to the role of Successor ServicerServicer and the Owner Trustee pursuant to this Section 8.01. The purchase price for the interest of Notes purchased pursuant to the Noteholders preceding paragraph shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable related Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account not later than 11:00 a.m., New York City time, on the Transfer Date preceding such First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or of the applicable 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 6.28.02, 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor Servicer. The Servicer shall within 20 twenty (20) Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. The predecessor Servicer shall be responsible for all expenses incurred in transferring the servicing duties to the Successor Servicer. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 ten (10) Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 sixty (60) Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and Issuer, each Transferor and any Series Enhancer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit or to give notice to the Trustee as to any required drawing or payment under any Enhancement on or before the date occurring five (5) Business Days after the Servicer date such payment, transfer, deposit or drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of circumstances beyond the Servicer Servicer's control shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect a material adverse effect on the Certificateholders of any Noteholders Series then outstanding (without regard to the amount of any Enhancement) and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing not less Undivided Interests aggregating more than 50% of the aggregate unpaid principal Investor Amount of any Series adversely affected thereby, and which continues to materially adversely affect the rights of the Investor Certificateholders of any Series then outstanding (without regard to the amount of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure relatedEnhancement); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant hereto to this Agreement or any Supplement shall prove to have been incorrect when made, and which has an Adverse Effect a material adverse effect on the rights of the Certificateholders of any Noteholders Series then outstanding (without regard to the amount of any Enhancement) and which Adverse Effect continues to be incorrect in any material respect and which continues to affect materially and adversely the rights of the Certificateholders of any Series then outstanding (without regard to the amount of any Enhancement) for a period of 60 days after the date on which written 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 evidencing not less than 50% 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, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); (d) the 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplement; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders evidencing more than 50% of the aggregate unpaid principal amount of all affected Notes, by notice then given in writing 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable 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 6.2, 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 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 the Collection Account, or which shall thereafter be received with respect to the Trust Assets, and in assisting the Successor Servicer. The Servicer shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or 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 causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and each Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.written

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Enhancement, in each case, within one Business Day after the date of the receipt by the Servicer of written notice from the Trustee or any Purchaser Representative that such payment, transfer transfer, deposit, withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture any Supplement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failureReceivables Purchase Agreement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, any Supplement or any Receivables Purchase Agreement, which has an Adverse Effect a material adverse effect on (i) the Servicer's ability to collect the Receivables or otherwise perform its obligations under the Agreement, any Noteholders Supplement or any Receivables Purchase Agreement or (ii) the collectibility or value of the Receivables, and which continues unremedied for a period of 60 45 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 Trustee, a Purchaser Representative or the Indenture Trusteean Enhancement Provider, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 5025% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining such Adverse Effect (or, with respect to any such failure that does not relate to all Certificate Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which an Enhancement Provider and such failure related)material adverse effect continues for such period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement, any Supplement or any Receivables Purchase Agreement or in any certificate delivered pursuant hereto to this Agreement, any Supplement or any Receivables Purchase Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on (i) the rights Servicer's ability to collect the Receivables or otherwise perform its obligations under the Agreement, any Supplement or any Receivables Purchase Agreement or (ii) the collectibility or value of any Noteholders the Receivables, and which Adverse Effect continues to be incorrect in any material respect for a period of 60 45 days after the date on which written notice thereofof such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, a Purchaser Representative, or an Enhancement Provider or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing not less than 5025% of the aggregate unpaid principal amount Investor Interest of all Notes (any Certificate Series or an Enhancement Provider and such material adverse effect continues for such period; or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file commence or have commenced against it (unless dismissed within thirty days) as debtor a petition to take advantage of proceeding under any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Trust Interests and Purchaser Representatives of Receivables Purchase Series aggregating more than 5066-2/3% of the aggregate unpaid principal amount of all affected NotesAggregate Investor/Purchaser Interest, by notice then given in writing to the Servicer Servicer, and the Owner Trustee each Purchaser Representative (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders or the Purchaser Representatives) (a “"Servicer Termination Notice”"), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture The Trustee shall assume the role promptly notify any Enhancement Provider of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising any such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture SupplementServicer Default. After receipt by the Servicer of a such Servicer Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account or any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer in enforcing all rights to Insurance Proceeds applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 10.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under any Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above subsection 10.1(a), for a cumulative period of 10 ten Business Days after the applicable grace period Days, or under paragraph (bsubsection 10.1(b) or (c) above ), for a cumulative period of 60 sixty Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Enhancement Provider, the Owner Trustee Seller, and each Transferor Purchaser Representative with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events ----------------- (a “"Servicer Default”") shall occur and be continuing:: ----------------- (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to make the terms of this Agreement or any required Supplement on or before the date occurring ten (10) Business Days after the date such payment, transfer or deposit on the date the Servicer or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture Agreement or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to 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 an Adverse Effect a material adverse effect on the interests hereunder of the Investor Certificateholders of any Noteholders Series or Class (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) and which continues unremedied for a period of 60 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Investor Certificates (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series to which such failure relatedrelates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.28.02 and 8.07, 5.5 a Responsible Officer of the Trustee has actual knowledge of such delegation and 5.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect such delegation continues unremedied for a period of 60 15 days after the date on which written 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 Servicer and the Indenture Trustee by Noteholders Holders of Investor Certificates evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes Investor Certificates; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to 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 to the Servicer 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, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by Series to which such representation, warranty or certificationcertification relates);; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 sixty (60) days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all affected Notesoutstanding Series, by written notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement if given by the NoteholdersInvestor Certificateholders) (a “"Termination Notice”"), may terminate all but not ------------------ less than all the rights and obligations of the Servicer as Servicer under this AgreementAgreement and in and to the Receivables and the proceeds thereof; provided, -------- however, if within 60 sixty (60) days of receipt of a Termination Notice the Indenture ------- Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(dSection 10.02(c) to act as a Successor Servicer and receives an Officer’s 's Certificate of the Servicer Sellers to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shallshall grant a right of first refusal to the Sellers which would permit the Sellers at their option to purchase the Certificateholders' Interest on the Distribution Date in the next calendar month; provided further, except however, the -------- ------- ------- foregoing right of first refusal shall not apply in the case of a Servicer Default set forth in subsection 6.1(d10.01(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders Certificateholders' Interest shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable Indenture related Supplement. The Transferor Sellers shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor is they are exercising such right of first refusaloption. If the Transferor it exercises such right of first refusaloption, the Transferor Sellers 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 Sellers, 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 First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders Investor Certificateholders in accordance with Article IV and the terms hereof or the applicable Indenture of each Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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-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 the, purposes of such Service Transfertransfer of servicing rights. 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, hereunder including the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a any delay in or failure of performance referred to in paragraph (aunder Section 10.01(a) above for a period of 10 five (5) Business Days after the applicable grace period or under paragraph Section 10.01(b) or (c) for a period of sixty (60) days (in addition to any period provided in Section 10.01(a), (b) or (c)) above for a period of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default until the expiration of such additional five (5) Business Days or sixty (60) days, respectively, if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and any Supplement and the Servicer shall provide the Indenture Trustee, each Rating Agency, any Series Enhancer entitled thereto pursuant to the Owner Trustee relevant Supplement, each Holder of a Seller Certificate and each Transferor the Investor Certificateholders with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts to so to perform its obligations.

Servicer Defaults. If any one of the following events ----------------- (a “"Servicer Default”") shall occur and be continuing:: ---------------- (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring ten Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has a material adverse effect an Adverse Effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Certificateholders for such period; or (d) the 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 84 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “"Termination ----------- Notice”"), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 10.1 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 each customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bin subsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, the Owner Trustee Transferor and each Transferor the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”"SERVICER DEFAULT") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring ten Business Days after the date such payment, transfer transfer, deposit withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) (i) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which Agreement, if such failure has an Adverse Effect a material adverse effect on the Investor Holders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 5025% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining such Adverse Effect (orany Series adversely affected thereby, with respect to any and during which time such failure continues to have a material adverse effect on such Investor Holders for such period (provided, however, that does breach of a covenant that results in a Receivable becoming a Servicer Ineligible Receivable shall not relate to all Seriesconstitute a Servicer Default, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which if such failure relatedReceivable is repurchased in accordance with Section 3.10(c)); or (ii) delegation by the Servicer shall assign or delegate of its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7pursuant to Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Holders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 5025% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Holders for such period; or (d) the 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 marshaling 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation liquidating of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Holders) (a “Termination Notice”"TERMINATION NOTICE"), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a the Back-up Servicer or another Successor Servicer is appointed by the Indenture Trustee becomes Servicer pursuant to Section 6.210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in such Successor Servicer; and 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 purpose of such Service Transfertransfer of servicing rights and obligations. 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, hereunder including the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets Receivables provided for under this Agreement, including, without limitation, 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, the Finance Charge Account, the Excess Funding Account, and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Unearned Premiums applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 10.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 30 Business Days after the applicable grace period or under paragraph (bsubsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, the Owner Trustee Transferor and each Transferor the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Enhancement on or before the date occurring five Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement; PROVIDED, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, howeverHOWEVER, that any such failure caused by a nonwillful non- willful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agree- 113 119 ment, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Invested Amount of all Notes sustaining any Series materially adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Invested Amount of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series materially adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Certificateholders for such period; or (d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or any 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they 114 120 become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Invested Amount, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “"Termination Notice”"), may terminate all but not less than all of 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 6.2(d) to act as a Successor . The Servicer and agrees that promptly after it 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 such Termination Notice, the Indenture Servicer will at its own expense deliver to the Trustee shall, except in or to the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest bailee of the Noteholders on Trustee a computer file or microfiche list containing a true and complete list of all Accounts, identified by account number and setting forth the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right Outstanding Balance of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest each Receivable as of the Noteholders shall be equal to the sum date of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche receipt of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture SupplementTermination Notice. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Excess Funding Account, the Interest Funding Account or the Principal Account, and any Series Account, or which shall thereafter be 115 121 received with respect to the Trust Assets, and in assisting the Successor ServicerReceivables. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 10.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Enhancement with respect to any Series to the Successor Servicer. In connection with any service transfer, all reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the records, correspondence and other documents with respect to the Receivables and the other Trust Property 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 (unless the Trustee is acting as the Servicer on a temporary basis, in which case the original Servicer shall be responsible therefor) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 five Business Days after the applicable grace period or under paragraph (bsubsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace periodDays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages, bank closings, communications outages, computer failure or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable its best efforts to perform its obligations in a 116 122 timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, any Enhancement Provider, the Owner Trustee Transferor and each Transferor the Holders of Investor Certificates with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice or instructions to the Indenture Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring ten Business Days after the date such payment, transfer transfer, deposit, withdrawal or deposit on the date the Servicer drawing or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Agreement, which has an Adverse Effect a material adverse effect on the Investor Certificateholders of any Noteholders Series and which continues unremedied for a period of 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes sustaining any Series adversely affected thereby and continues to materially adversely affect such Adverse Effect (or, with respect to any Investor Certificateholders for such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related)period; or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7Section 8.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect a material adverse effect on the rights Investor Certificateholders of any Noteholders Series and which Adverse Effect continues to be incorrect in any material respect for a period of 60 days after the date on which written notice thereofof such failure, 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 Servicer and the Indenture Trustee by Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregate unpaid principal amount Investor Interest of all Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes Series adversely affected by thereby and continues to materially adversely affect such representation, warranty or certification);Investor Certificateholders for such period; or (d) the 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 of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or Noteholders the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all affected NotesAggregate Investor Interest, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the NoteholdersInvestor Certificateholders) (a “Termination Notice”), may terminate all but not less than all of 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 6.2(d) 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, except in the case of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest of the Noteholders on the First Note Transfer Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of the Noteholders shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or the applicable Indenture Supplement. After receipt by the Servicer of a such Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in the a Successor Servicer (a “Service Transfer”) Servicer; 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 Transfertransfer of servicing rights and obligations. 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 hereunderhereunder including, including without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets 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 the Collection Account, the Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account, or which shall thereafter be received with respect to the Trust AssetsReceivables, and in assisting the Successor ServicerServicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall within 20 Business Days promptly transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 10.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series to the Successor Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (asubsection 10.1(a) above for a period of 10 Business Days after the applicable grace period or under paragraph (bin subsection 10.1(b) or (c) above for a period of 60 Business Days after the applicable grace perioddays, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, floods nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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, any Credit Enhancement Provider, the Owner Trustee Transferor and each Transferor the Holders of Investor Certificates with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice or instructions to the Indenture Trustee to make any required such payment, transfer or deposit on or before the date occurring five (5) Business Days after the Servicer date such payment, transfer or deposit or such instruction or notice is required to do so be made or given, as the case may be, under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, the Indenture, any Indenture Supplement, the Affinity Card Agreement which has an Adverse Effect on any Noteholders or the Facilities Management Agreement and which continues unremedied for a period of 60 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 Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders Holders of Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect Outstanding (or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches Notes Outstanding of Notes all Series to which such failure relatedrelates); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 6.02 and 5.76.07; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto to this Agreement shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect continues for a period of 60 sixty (60) days after the date on which written 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 the Holders of Notes evidencing not less than 5010% of the aggregate unpaid principal amount of all Notes Outstanding (or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 5010% of the aggregate unpaid principal amount of all Series, Classes or Tranches Notes Outstanding of Notes adversely affected by all Series to which such representation, warranty or certificationcertification relates);; or (d) the 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 Proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or an action seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingsProceedings, or the winding-up or liquidation of its affairs, shall have been entered commenced against the Servicer and such decree or order action shall have remained in force undischarged or unstayed for a period of 60 dayssixty (60) days or an order or decree providing for such relief shall have been entered; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereof; or (e) any other Servicer Default described in any Indenture Supplementobligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders the Holders of Notes evidencing more than 50% a majority of the aggregate unpaid principal amount of all affected NotesNotes Outstanding, by notice then given in writing 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 of the rights and obligations of the Servicer as Servicer under this Agreement, the Indenture and each Indenture Supplement; provided, however, if within 60 sixty (60) days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(dSection 8.02(c) to act as a Successor Servicer and receives an Officer’s '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, except in the case of shall grant a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to the Transferor which would permit the Transferor at its option to purchase the interest of the Noteholders Notes on the First Note Transfer Distribution Date in the next calendar month. If the Transferor elects not to exercise such right of first refusal, the Indenture Trustee shall assume the role of Successor Servicer. The purchase price for the interest of Notes purchased pursuant to the Noteholders preceding paragraph shall be equal to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or outstanding Series in the applicable related Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Distribution Date of the purchase if the Transferor it is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account not later than 11:00 a.m., New York City time, on the Transfer Date preceding such First Note Transfer Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders in accordance with the terms hereof or of the applicable 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 6.28.02, 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 Trust Assets Receivables provided for under this Agreement, including, without limitation, 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 Trust AssetsReceivables, and in assisting the Successor Servicer. The Servicer shall within 20 twenty (20) Business Days transfer its electronic records or electronic copies thereof relating to the Trust Assets 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 Trust Assets Receivables in the manner and at such times as the Successor Servicer shall reasonably request. The predecessor Servicer shall be responsible for all expenses incurred in transferring the servicing duties to the Successor Servicer. To the extent that compliance with this Section 6.1 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, security, data protection licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in paragraph (a) above for a period of 10 ten (10) Business Days after the applicable grace period or under paragraph (b) or (c) above for a period of 60 sixty (60) Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war or terrorismwar, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable 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 and Issuer, each Transferor and any Series Enhancer with an Officer’s 's Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations.

Servicer Defaults. If any one of the following events (each being a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit (including pursuant to Section 3.04(b)), or, if applicable, to give instructions or notice to the Trustee to make such payment, transfer or deposit, or to give notice or instructions to the Indenture Trustee as to make any required payment, transfer or deposit on the date the Servicer is required action to do so be taken under the terms of this any Enhancement Agreement, the Indenture or any applicable Indenture Supplementfailure to provide a Determination Date Certificate to the Trustee, or in each case, within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a nonwillful act of the Servicer shall not constitute a Servicer Default if the Servicer promptly remedies such failure within five (5) two Business Days after receiving notice of such failure or otherwise becoming aware of such failure;the same shall become due; or (b) failure on the part of the Servicer duly shall fail to observe or perform in any material respect any other covenants covenant or agreements agreement applicable to it contained herein which has a material adverse effect on any Beneficiary if such failure shall remain unremedied for ten days after the first date on which any Responsible Official of the Servicer set forth in this Agreement which has an Adverse Effect on any Noteholders and which continues unremedied for a period of 60 days after the date on which written notice knew or should have known of such failure, 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 evidencing not less than 50% of the aggregate unpaid principal amount of all Notes sustaining such Adverse Effect (; or, with respect to any such failure that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Sections 5.2, 5.5 and 5.7; (c) any representation, warranty or certification made or deemed made by the Servicer under or in connection with this Agreement Agreement, or in any certificate or information delivered pursuant hereto to or in connection with this Agreement, shall prove to have been incorrect when made, which has an Adverse Effect in any material respect on the rights or as of any Noteholders and which Adverse Effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee made or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% of the aggregate unpaid principal amount of all Notes (deemed made; or, with respect to any such representation, warranty or certification that does not relate to all Series, Classes or Tranches of Notes, not less than 50% of the aggregate unpaid principal amount of all Series, Classes or Tranches of Notes adversely affected by such representation, warranty or certification); (d) the Servicer an Insolvency Event shall consent occur with respect 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 of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within 60 days of the filing thereofServicer; or (e) the Servicer assigns its duties under this Agreement, except as specifically permitted by Section 8.02; or (f) The Servicer shall at any other Servicer Default described in any Indenture Supplementtime fail to have Consolidated Tangible Net Worth of at least $1,000,000; then, in the event of any Servicer Default, so as long as the such Servicer Default shall not have been remediedremedied and is continuing, either the Indenture Trustee (unless otherwise directed by a Majority in Interest of each outstanding Series or, if so specified in the related Supplement, the Enhancement Provider for such Series) or Noteholders evidencing more than 50% the Majority in Interest of each Series (or, if so specified in the aggregate unpaid principal amount of all affected Notesrelated Supplement, the Enhancement Provider for such Series), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholderssuch Investor Certificateholders) (each such being 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 . The Trustee does not receive any bids from Eligible Servicers in accordance with subsection 6.2(d) shall be deemed 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, except in the case have knowledge of a Servicer Default set forth in subsection 6.1(d), grant the Transferor the right of first refusal to purchase the interest only if a Responsible Official of the Noteholders on Trustee has actual knowledge or if a Responsible Official of the First Note Transfer Date Trustee has received written notice thereof. Notwithstanding the foregoing, a delay in or failure of performance referred to in Section 10.01(a) or (b) for a period of five Business Days shall not constitute a Servicer Default if such delay or failure could not have been prevented by the next calendar month. If exercise of reasonable diligence by the Transferor elects not to exercise Servicer and such right delay or failure was caused by an act of first refusalGod or the public enemy, the Indenture Trustee shall assume the role acts of Successor Servicerdeclared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods, union strikes, work stoppages or similar causes. The purchase price for preceding sentence shall not relieve the interest of the Noteholders shall be equal Servicer from using its best efforts to the sum of the amounts specified therefor with respect to each Outstanding Series, Class or Tranche of Notes herein or perform its obligations in the applicable Indenture Supplement. The Transferor shall notify the Indenture Trustee prior to the Record Date for the First Note Transfer Date of the purchase if the Transferor is exercising such right of first refusal. If the Transferor exercises such right of first refusal, the Transferor shall deposit the purchase price into the Collection Account on such First Note Transfer Date in immediately available funds. The purchase price shall be allocated and distributed to the Noteholders a timely manner in accordance with the terms hereof of this Agreement, and the Servicer shall provide the Trustee, the Transferor, any Enhancement Provider and the Investor Certificateholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. A Majority in Interest of each outstanding Series (or, if so specified in the applicable Indenture related Supplement, the Enhancement Provider for such Series) may, on behalf of all Holders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except the failure to make any distributions or payments required to be made to Holders or to make any required deposits of any amounts to be so distributed or paid. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is shall have been appointed by the Indenture Trustee pursuant to Section 6.210.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the such Successor Servicer (a “"Service Transfer”") and, without limitation, the Indenture Trustee is hereby authorized authorized, empowered and empowered instructed (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 cooperate, at its expense, with the Indenture Trustee and such Successor Servicer in (i) 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 Trust Assets Receivables as provided for under this Agreement, including, without limitation, including all authority over all Collections which shall on the date of transfer such Service Transfer be held by the Servicer for depositdeposit to the Concentration Account, any Collection Account, the Trustee's Account or the Transferor's Account, or which have been deposited by the ServicerServicer to the Concentration Account, in the any Collection Account, or any other account, or which shall thereafter be received with respect to the Receivables, (ii) taking such measures as shall be reasonably requested by the Transferor to protect and maintain the security and confidentiality of all Confidential Information in accordance with Section 8.07 and (iii) assisting the Successor Servicer until all servicing activities have been transferred to such Successor Servicer, such assistance to include (x) assisting any accountants selected by the Successor Servicer to verify collection records and reports made prior to the Service Transfer and (y) assisting to make the computer systems of the Servicer and the Successor Servicer compatible to the extent necessary to effect the Servicer Transfer. The Servicer shall, at its expense, within five Business Days of such Service Transfer, (A) assemble such documents, instruments and other records (including computer tapes and disks), which evidence the Receivables and the other Trust Assets, and in assisting which are necessary or desirable to collect the Successor Servicer. The Servicer Receivables, and shall within 20 Business Days transfer its electronic records or electronic copies thereof relating to make the Trust Assets same available to the Successor Servicer or the Trustee or its designee at a place selected by the Successor Servicer or the Trustee and in such electronic form as the Successor Servicer or the Trustee may reasonably request request, and shall promptly transfer (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Successor Servicer and the Trustee, and, promptly upon receipt, remit all other recordssuch cash, correspondence checks and documents necessary for the continued servicing of the Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.1 shall require the Servicer to disclose instruments to the Successor Servicer information of or the Trustee or its designee. At any kind which time following a Termination Notice: (1) the Servicer deems shall, at the Trustee's request and at the Servicer's expense, give notice of the Trust's interest in the Receivables to the related Obligors and direct that payments be confidential, made directly to the Successor Servicer shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as Trustee or its designee; (2) if the Servicer shall deem reasonably necessary fails to protect its interests. Notwithstanding provide the foregoing, a delay in or failure of performance referred notice to the Obligors required in paragraph (a1) above for a period above, the Trustee may direct the Obligors of 10 Business Days after Receivables, or any of them, that payment of all amounts payable under any such Receivables be made directly to the applicable grace period Trustee or under paragraph its designee; and (b3) or (c) above for a period each of 60 Business Days after the applicable grace period, shall not constitute a Servicer Default if such delay or failure could not be prevented by Transferor and each Holder hereby authorizes the exercise Trustee to take any and all steps in the Transferor's name and on behalf of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or 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 causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement Transferor and the Servicer shall provide Holders necessary or desirable, in the Indenture determination of the Trustee, to collect all amounts due under any and all Receivables, including endorsing the Owner Trustee Transferor's name on checks and each Transferor with an Officer’s Certificate of the Servicer giving prompt notice other instruments representing Collections in respect of such failure or delay by it, together with a description of its efforts so to perform its obligationsReceivables and enforcing such Receivables.